Chapel Down Group Plc
(`CDG' or `the Company')
Posting of Accounts & Notice of AGM
Chapel Down Group Plc announces that it has today posted its accounts for the year ended 31 December 2017 and accompanying Notice of Annual General Meeting to shareholders. The Company’s Annual General Meeting is to be held at 11.00 a.m. on 25 June 2018 at Chapel Down Winery, Tenterden, Kent, TN30, 7NG.
Included within the business to be considered at the Annual General Meeting is the approval of the new Articles of Association ("Articles"), which have been updated to reflect the creation of a new class of share to facilitate the adoption of a new Employee Share Scheme (“Scheme”). The Company's Articles were last updated in 2015.
Chapel Down continues to grow its business and has recruited Gareth Bath as Managing Director of Beer and Cider. The Board believes that it is important to attract, retain and motivate senior management, while aligning management action with the generation of long-term shareholder value.
It is proposed that, subject to ratification of the new Articles, Gareth Bath will be issued a special class of new shares (“A3 Shares”) totalling 4,000,000 A3 Shares. The A3 Shares will only have value if the price of an ordinary share of 5 pence each in the Company (“Ordinary Share”) reaches 90.0 pence per Ordinary Share.
The A3 Shares have no voting rights. Further details on the rights and restrictions attaching to the A3 Shares, as well as the vesting hurdles, are detailed in the updated articles which will be sent to shareholders today.
The A3 Shares will be valued as follows:
- If the CDG share price is 90 pence or below then value is nil
- If the CDG share price is between 90 pence and 108 pence then multiply share price less 90 pence by 2.5, or if greater than 108 pence then 2.5x 18 pence; plus
- If the CDG share price is between 108 pence and 130 pence then multiply share price less 108 pence by 1 or if greater than 130 pence then 1x 22 pence; plus
- If the CDG share price is greater than 130 pence then multiply share price less 130 pence by 1.2.
If the CDG share price reaches 100 pence, the total senior management team incentive has a value equivalent to 12.6% of the market capitalisation of the Company and at 150 pence it has a value equivalent to 14.6% of the market capitalisation of the Company.
Chapel Down Group plc
01580 763 033
Geoff Nash/Simon Hicks
020 7220 0500
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
|1.||Details of the person discharging managerial responsibilities / person closely associated|
|2.||Reason for the Notification|
|a)||Position/status||Managing Director of Beer and Cider|
|b)||Initial notification/Amendment||Initial notification|
|3.||Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor|
|a)||Name||Chapel Down Group plc|
|4.||Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted|
|a)||Description of the Financial instrument, type of instrument||A3 Shares|
|b)||Nature of the transaction||Issue of A3 shares|
|c)||Price(s) and volume(s)||
|See 4(d) above|
|e)||Date of the transaction||1 June 2018|
|f)||Place of the transaction||NEX Exchange Growth Market, London|