Convening of General Meeting

RNS Number : 9653B

Sports Direct International Plc

11 March 2014

 



11 March 2014

Sports Direct International plc

Supplemental Executive Bonus Share Scheme

Convening of General Meeting on Friday, 4 April 2014 at 10.00am

Sports Direct International plc ("Sports Direct" or the "Company"), the UK's leading sports retailer, announces that it has posted a circular to shareholders convening a general meeting for the purposes of seeking shareholder approval for the implementation of the Supplemental Executive Bonus Share Scheme. The General Meeting will be held at Unit A, Brook Park East, Shirebrook, NG20 8RY at 10.00am on Friday, 4 April 2014.

In December 2011, the Board stated its intention to seek shareholder approval for a share incentive scheme in which Mike Ashley, the Company's Executive Deputy Chairman, would be eligible to participate. This reflected the fact that Mike Ashley had received no remuneration for his substantial contribution to the Company since its initial public offering in February 2007, and that he is not a participant in the 2011 Executive Bonus Share Scheme (under which awards have been made to other executive directors).

Although it was originally proposed to seek shareholder approval for such a scheme at the Company's annual general meeting in September 2012, the Company did not proceed with the resolution at that time, and Mike Ashley has continued to receive no remuneration from the Company - either by way of salary, bonus or other executive incentivisation. However, the Remuneration Committee and the Board remain convinced that Mike Ashley should be eligible to participate in incentivisation arrangements that reflect his contribution to the Company and that are fully aligned with the interests of shareholders. Since September 2012, the Company's market capitalisation has increased from less than £2 billion to approximately £5 billion. The Board believes that Mike Ashley is central to this value creation and that shareholders continue to benefit from his on-going commitment and involvement with the business. The Company has also taken the opportunity to consult with various independent shareholders. Accordingly, the Board is recommending the implementation of the Supplemental Executive Bonus Share Scheme.

It is proposed that, if shareholders approve the implementation of the Supplemental Executive Bonus Share Scheme, an initial grant of nil-cost options over eight million ordinary shares in the Company (amounting to approximately 1.3% of the issued share capital of the Company) would be made to Mike Ashley. This grant of nil-cost options would be conditional upon the achievement by the Company of EBITDA for FY2014 of £330 million and EBITDA for FY2015 of £410 million as well as a net debt/EBITDA ratio of 1.5x or less at the end of FY2015. If these performance targets are all met, the nil-cost options would vest in July 2018. In light of the proposed grant, Mike Ashley has informed the Board that he will not exercise his shareholder rights to vote on the resolution.

Future awards under the Supplemental Executive Bonus Share Scheme may be made to executive directors and other senior employees and by reference to performance targets that, in all cases, are at the discretion of the Remuneration Committee, provided that in any ten year period, the number of new ordinary shares in the Company that may be issued under the Supplemental Executive Bonus Share Scheme and any other executive share schemes (but not including the Employee Bonus Share Scheme or any replacement of such scheme) may not exceed 5 per cent of the issued ordinary share capital of the Company from time to time.

Commenting on the proposals, Keith Hellawell, Sports Direct's Chairman said:

"Sports Direct's Employee Bonus Share Scheme is one of the most wide-reaching and favourable employee reward schemes in the UK. Following the success of the 2009 scheme, the 2011 scheme is on track to reward over 3,000 employees having already surpassed two of the four EBITDA targets.

"Other senior executives also benefit from the Executive Bonus Share Scheme but this does not include Mike Ashley, our Executive Deputy Chairman. He receives no remuneration for his substantial contribution to the success of the Company, including the £3.0 billion of shareholder value that has been created since a scheme was originally discussed with shareholders.

"The Company has already received support from its largest institutional shareholder, Odey Asset Management, who has confirmed that it intends to vote in favour of the resolution. The Board believes that Mike is one of the outstanding retailers of his generation and that all shareholders benefit from his on-going commitment to Sports Direct."

Further details of the Supplemental Executive Bonus Share Scheme, and of the General Meeting to be held on Friday, 4 April 2014, are contained in the Shareholder Circular which, as well as having been posted to shareholders, will be available on the Company's website www.sportsdirectplc.com

For further information, please contact:

Sports Direct International plc                                                                                   0845 129 9229

Dave Forsey - Chief Executive

Jeff Blue -Director, Strategic Development

Powerscourt                                                                                                                      020 7250 1446

Rory Godson

Victoria Palmer-Moore

Greg Lawless

Notes to Editors

Sports Direct is the UK's leading sports retailer by revenue and operating profit, with approximately 400 stores across the UK.  The Group provides an unrivalled range of products, offering exceptional quality and unbeatable value, from a wide variety of third-party and Group-owned brands, both in-store and online.  Sports Direct operates approximately 270 stores in 19 European countries, including Belgium, Austria, Slovenia, Portugal and France.

The Group has an extensive brand portfolio, comprising 28 internationally recognised sports, fashion and lifestyle brands including Dunlop, Slazenger, Everlast, Lonsdale and Karrimor.

Sports Direct was founded in 1982, listed on the London Stock Exchange in 2007 and is a constituent of the FTSE 100 index. For more information please visit www.sportsdirectplc.com.

 

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