Implementation of Long Term Incentive Plan and Share Incentive Plan, Issue of Share Options
20 October 2020
OTAQ plc ("OTAQ" or the "Company"), the marine technology products and solutions group for the global aquaculture and offshore oil and gas industries, announces that as approved at the Annual General Meeting ("AGM") held on 25 September 2020, it has now adopted its new Long Term Incentive Plan ("LTIP") and Share Incentive Plan ("SIP") and the Company's Remuneration Committee has approved the grant of share options under the LTIP, Enterprise Management Incentive ("EMI") and Non-EMI Share Option Schemes (the "Options"), to its Chief Executive Officer, Phil Newby, and Chief Financial Officer, Matt Enright, and certain employees pursuant to the terms of their Service Agreements. The Options granted under the LTIP scheme are subject to certain performance conditions.
Key terms of the new LTIP scheme
The LTIP has been designed to allow share options granted under it to qualify as enterprise management incentive options ("EMI Options") under Schedule 5 of the Income Tax (Earnings and Pensions) Act 2003 ("Schedule 5 of ITEPA").
Each individual's participation in the LTIP is limited so that the aggregate market value of ordinary shares subject to all EMI Options (calculated as at the relevant date of grant) held by that individual will not exceed £249,999 (or such other amount as may be permitted under Schedule 5 of ITEPA from time to time).
All employees (including Executive Directors) of the Group may be granted share options under the LTIP. Share options may not be granted under the LTIP more than 10 years after its approval by shareholders.
Grant of options
The Options are being granted pursuant to the Company's EMI and Non-EMI Share Schemes as per the table below.
Proposed Option Holder
Number of Shares under Option
Type of Option: EMI Option / Non-Qualifying Option
16 October 2023
16 October 2023
16 October 2023
584,416 vest on the date of grant; 10,819 vest on 31 March 2021
218,773 vest on 31 March 2021; 229,592 vest on 31 March 2022
The grant of Options to Phil Newby replaces previous share options that he held, which have now been cancelled.
Following the above grant of Options over Ordinary Shares, the Company has 1,793,600 share options in issue over Ordinary Shares, representing 5.8% per cent. of the Company's total issued share capital and voting rights.
Share Incentive Plan
The SIP will provide a facility to the Company to further encourage employee share ownership in the Company.
The SIP is registered with HM Revenue & Customs as a Schedule 2 SIP (as defined in the Income Tax (Earnings and Pensions) Act 2003) ("Schedule 2 of ITEPA"). The SIP is administered by the Board.
All UK resident employees of the Company and participating subsidiaries who have been so employed for a minimum period of time as determined by the Board (not exceeding the period specified from time to time by HM Revenue & Customs) are entitled to participate in the SIP.
Awards may not be granted under the SIP more than 10 years after approval by shareholders.
The SIP operates through a UK resident trust established for the purposes of the SIP (the "SIP Trust"), which can acquire Plan Shares and Dividend Shares on behalf of employees. The SIP Trust holds the Plan Shares and the Dividend Shares on behalf of employees.
The following types of award may be made under the SIP: (a) an award of 'free shares'; (b) employees may invest in 'partnership shares'; (c) an award of 'matching shares' to those employees who have invested in partnership shares; and/or (d) the re-investment of any dividend paid on free shares, partnership shares and matching shares in further 'dividend shares'.
Going forward, employees have been offered the opportunity to purchase Partnership Shares on a monthly basis up to HMRC limits, currently up to £1,800 per person per year, and the Company will match-fund these purchases on a 1:1 ratio. All payroll-deducted purchase monies and matched Company funds will be transferred to the Trustee who will arrange the relevant future share purchases. Further information on SIP schemes can be found at the Gov.uk website at https://www.gov.uk/tax-employee-share-schemes/share-incentive-plans-sips .
Alex Hambro, Non-Executive Chairman
Phil Newby, Chief Executive Officer
Dowgate Capital Ltd (Broker & Adviser)
020 3903 7715
David Poutney/James Serjeant/Nick Chambers
Walbrook PR Ltd
Tom Cooper/Nick Rome/Nicholas Johnson
0797 122 1972 or 07748 325 236 or 07884 664 686
OTAQ is a highly innovative marine technology company focused on the marine aquaculture, offshore energy, renewables and oceanographic research sectors. It has 36 employees in four worldwide locations: Lancaster, Aberdeen and Ulverston in the UK and Puerto Montt in Chile. OTAQ's marine technology portfolio includes a market-leading intelligent acoustic deterrent system, designed to protect marine-based aquaculture sites from predation, with multiple systems deployed in Scotland, Chile, Finland and Russia.
The Oceansense leak detection systems have a global reputation as the industry standard solution and have been deployed successfully on hundreds of jobs. The Dragonfish laser measurement system is fast becoming recognised as one of the most accurate underwater precision laser measurement systems available. OTAQ also has significant experience in the design & manufacture of underwater connectors, penetrators & communication systems.
It seeks to develop and continuously improve its products using its specialist mechanical, electronic and software engineers with decades of experience in bringing underwater technology products to market.
OTAQ is proud to be fully ISO 9001;2015 accredited through DNV-GL. ISO 9001 is an internationally recognised quality management system and demonstrates OTAQ's commitment to consistency, continual improvement and customer satisfaction. The certification also demonstrates its ability to consistently deliver products and services to market whilst meeting statutory and regulatory requirements by applying an effective quality management system.
Details of the person discharging managerial responsibilities / person closely associated
Reason for the notification
Initial notification /Amendment
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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
Description of the financial instrument, type of instrument
Options over Ordinary shares of 15p each in OTAQ Plc
Identification code (ISIN) for OTAQ Group plc ordinary shares: GB00BK6JQ137
Nature of the transaction
Grant of options over ordinary shares of 15p each in the Company [under qualifying and non-qualifying schemes]
Price(s) and volume(s)
- Aggregated volume
Date of the transaction
16 October 2020
Place of the transaction
Outside of a trading venue