Options Grant,Loan Arrangement & Bonus Carve Out

RNS Number : 8876D

Messaging International Plc

02 April 2014

 



Messaging International Plc ("the Company")

 Grant of Options, Loan Arrangement and Bonus Carve Out Plan

Messaging International Plc, the AIM traded provider of innovative messaging services, announces that a total of 15,025,000 options have been granted over ordinary shares of 0.5p in the Company ("Ordinary Shares") to certain Directors, employees and consultants at an exercise price of 1.22p being the average closing price of the Ordinary Shares during the 30 trading days immediately preceding the grant of such options.  The options have been granted as follows:

a.         Mr. Guy Levit, CEO, has been granted options over 3,000,000 Ordinary Shares, which will vest as of 31 October 2014. Mr. Levit's options will be accelerated in case of a change of control in the Company. 

b.         Mr. David Rubner, non-executive director, has been granted options over 475,000 ordinary shares which will vest 50 per cent as of 31 March 2015 and 50 per cent 31 March 2016.

c.          The vesting terms of the remaining 11,550,000 options will be as follows:

i.     options over 3,000,000 Ordinary Shares will vest on the same basis as Mr. Levit's options. These options will similarly be accelerated in case of a change of control in the Company.

ii.    options over 5,605,000  Ordinary Shares will vest as follows: a first tranche of 50 percent to be exercisable after 31 March 2015and second tranche of 50 percent exercisable after 31 March 2016.

iii.   options over 2,945,000 Ordinary Shares will vest as follows: a first tranche of 25 percent to be exercisable after 31 March 2015, a second tranche of 25 percent exercisable after 31 March 2016, a third tranche of 25 percent to be exercisable after 31 March 2017, and fourth tranche of 25 percent exercisable after 31 March 2018.

Following the grant of options the below Directors will have an interest as follows:

Director	Options granted	Total options following grant	Percentage of current issued share capital (%)
Guy Levit	3,000,000	11,000,000	9.49
David Rubner	475,000	975,000	0.84

In addition, the board has authorised an additional pool of 3,075,000 options over Ordinary Shares which are currently unallocated.

The total number of options over ordinary shares granted to Directors, employees and consultants outstanding is 37,005,399 representing approximately 31.94% of the issued share capital of the Company.

Loan

In order to enable each of Guy Levit and a senior manager, Gil Shapira, to exercise existing options over 3,000,000 Ordinary Shares each in the Company (the "Acquired Shares"), the Company intends to make a loan of £15,000 to each of them (the "Loans").   The Loans shall carry interest at a rate of 5.47 per cent per annum, and shall be repayable on the fourth anniversary thereof.  The Loans shall be secured by a fixed equitable charge over the Acquired Shares, in favour of the Company or Telemessage Ltd. (as applicable).  The right to enforce the security granted over the Acquired Shares by such equitable charge shall be the sole and exclusive recourse in the event of breach by the borrower of any of the terms of the Loan, including non-payment of any principle or interest due thereunder.

            As Mr. Levit is a director of the Company, the grant of the Loan to Mr. Levit is subject to receipt of shareholder approval in accordance with Section 197 of the Companies Act 2006. Accordingly, the Company will need to seek the approval of the shareholders for the grant of the Loan to Mr. Levit, which it plans to do at the next annual general meeting of the Company.

 

Bonus Carve Out Plan

The Company has also approved the terms of a new bonus intended to incentivise the senior management of TeleMessage Ltd. and TeleMessage Inc., both 100 per cent owned subsidiaries of the Company (the "Carve Out Bonus").  The Carve Out Bonus entitles senior management to up to 6 per cent. of the value of the consideration of any future sale of the Company, subject to certain terms and conditions.  The Carve Out Bonus shall be shared between Guy Levit, and other senior managers of TeleMessage Ltd. and TeleMessage Inc..  Mr. Levit shall receive 2.5 percent of the Carve Out Bonus and other senior managers shall receive 3.5 percent.  Entitlement to the Carve Out Bonus is conditional upon the value of the consideration of any future sale of the Company being greater than $6,000,000 and such sale being completed within five years.  The value of the Carve Out Bonus will be adjusted in the event of any termination, other than termination for cause, at a date more than 6 months prior to the date of the sale of the Company. For the avoidance of doubt there are currently no discussions regarding any sale of the Company.

The Bonus Carve Out Plan constitutes a related party transaction under the AIM Rules for Companies (the "AIM Rules"). Geoffrey Simmonds and David Rubner, Independent Directors for the purposes of this agreement, having consulted with the Company's nominated adviser, Cantor Fitzgerald Europe, consider the Carve Out Bonus fair and reasonable in so far as shareholders are concerned.

* * ENDS * *

For further information visit www.telemessage.com or contact:

Guy Levit	Messaging International Plc	Tel: + 972 3 9225252
Mark Percy	Cantor Fitzgerald Europe	Tel: [phone]
Catherine Leftley	Cantor Fitzgerald Europe	Tel: [phone]

About Messaging International Plc

Messaging International Plc joined AIM in August 2005.  Its 100% owned subsidiary, TeleMessage Ltd (www.telemessage.com), delivers smart and secure messaging seamlessly over any communication device. Designed specifically for mobile operators and enterprises, the enterprise and VAS consumer solutions intelligently and seamlessly handle text, voice, data, and multimedia messages as well as IP messaging via Smartphone push notifications or RCS over mobiles, tablets, the web, Office, APIs and IT infrastructure.  The Company has a number of contracts with major blue chip companies including Sprint, one of the largest wireless providers in the US, Rogers Wireless, the largest wireless provider in Canada, and many more.

 

 

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