|Major Shareholder TR-1 Notifications|
|13-Nov-20 Standard Life Aberdeen||34,774,268||5.94%|
|04-Aug-20 Black Rock Inc||34,094,780||5.84%|
|21-Jan-20 Capital Group of Companies, Inc||61,013,614||10.46%|
|Shares owned by directors and related parties as at 30 October 2020||1,838,175||0.30%|
|Total shares in issue as at 30 October 2020||585,027,732|
The 2015 LTIP was approved by shareholders on 15 December 2015. Its rules are summarised on pages 325 to 329 of the prospectus published on 15 November 2015. The key terms of the scheme are:
- The total number of options allowed to be granted cannot exceed 10% of the issued share capital at the time of grant
- The options attract a dividend credit
- The grant price cannot be less than the market value of the shares at the time of grant
- Performance conditions apply – a comparator of TSR against the FTSE250
- The scheme has a 10 year life
On 1 May 2018, the following awards were outstanding:
|Grant price||Number of options currently unvested||Vesting conditions|
|Kenneth Alexander||£4.22||977,564||Vests on 2 August 20187|
|Paul Miles (1)||£4.22||38,889||as above|
|Lee Feldman (2)||£4.67||488,782||as above|
1. The Company has granted this option under the exemption to Listing Rule 9.4.1 contained in Listing Rule 9.4.2 (2). The rules governing the option are identical to the rules of the GVC 2016 Management Incentive Plan (“MIP”) except in respect of the latter’s eligibility provision and the rules of the MIP are identical to the 2015 LTIP practically in all key respects.
2. Due to certain limitations associated with the grant of options to individuals subject to U.S. federal income taxes, Lee Feldman’s Option is granted at a higher exercise price which represents the market value of the Shares as of the date at which the scheme became effective, being, £4.67. In order to compensate Lee Feldman for the higher exercise price, the Company has agreed to pay him a cash bonus of £1,979,567 (being £4.67 less £4.22 multiplied by 4,399,037 (the original number of shares under option)). This cash bonus is to be paid over the 30-month vesting period of the option, but only upon vesting and satisfaction of the performance condition described below. Mr Feldman has agreed to invest 50% of the after tax proceeds of the bonus in Shares.
3. 2017 LTIP
The GVC 2017 Long Term Incentive Plan (“LTIP”) was approved by shareholders at the General Meeting held on 14 December 2017. The following award were granted to Executive Directors in 2017:
Number of Shares subject to an award
The awards will normally vest on 28 December 2020 being the third anniversary of the Award Date subject to the satisfaction of the relative Total Shareholder Return (50%) and the cumulative Earning Per Share (50%) performance conditions.
Further information on the 2017 LTIP can be found in the Company’s EGM circular dated 21 November 2017 and in the Directors’ Remuneration Report contained in the 2017 Annual Report, both of which can be found here.
Remuneration statement in relation to Kenneth Alexander
On 16 July 2020, the Company announced that Kenneth Alexander was retiring from the Board and from the Company. The statement in the link below sets out information on remuneration payments and payments for loss of office made and to be made to Mr Alexander in connection with his retirement.
Lee Feldman stepped down from his role as Chairman of the Board and left the Company on 27 February 2020.
The Remuneration Committee have approved the following exit terms:
- Lee has waived the contractual right under his amended letter of appointment to a 12-month notice period and any associated payment in lieu of notice (i.e. there will be no further fees paid to Lee following his departure date of 27 February 2020).
- Lee has agreed to continue to serve on the Roar Digital, LLC board of directors, as one of GVC’s representatives until 31 December 2020, and to waive any fee for these services.
- In December 2017, Lee received a one-off fee as part of a move to bring his remuneration arrangements into line with best practice for non-executive chairman of FTSE250 companies. The net-of-tax fee was invested into GVC shares, half of which vested on 13 December 2019, and half of which are due to vest on 13 December 2020. Vesting was conditional on Lee continuing as Chairman throughout this period, which was the intention at that time. The revised UK Corporate Governance Code brought in new provisions around the length of tenure for board chairmen, with the result that Lee is standing down earlier than originally envisaged. Taking into account these circumstances, coupled with Lee agreeing to waive his contractual notice period and serve on the Roar Digital LLC board until December 2020 for no compensation, the Remuneration Committee determined to treat Lee as a good leaver for the second tranche of these shares. As such, 26,134 shares will vest and be released to him on 13 December 2020.
In Accordance with paragraph 9.2.6ER(1) of the Listing Rules (disclosure of rights attached to equity shares) the Company has uploaded to the National Storage Mechanism (“NSM”) a copy of the Articles of Association which set out the principal rights and restrictions attached to its ordinary shares.
The NSM can be accessed at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Amongst others, the Entain Group (formerly GVC):
- holds a licence from the Nevada Gaming Commission as the sole shareholder of an interactive gaming service provider licensee, a manufacturer licensee, and as a 50% owner of a licensed joint venture, and as such is subject to the Nevada Gaming Control Act and to the licensing and regulatory control of the Nevada State Gaming Control Board and the Nevada Gaming Commission; and
- holds a Casino Service Industry Enterprise licence in New Jersey, and as such is subject to the New Jersey Casino Control Act and to the licensing and regulatory control of the New Jersey Division of Gaming Enforcement.
Entain plc and holders of its issued Ordinary Shares may also in the future be subject to similar restrictions in other jurisdictions where the Group secures a gaming licence.
The criteria used by relevant regulatory authorities to make determinations as to suitability of an applicant for licensure varies from jurisdiction to jurisdiction, but generally require the submission of detailed personal and financial information followed by a thorough investigation. Gaming authorities have very broad discretion in determining whether an applicant (corporate or individual) qualifies for licensing or should be found suitable.
Many jurisdictions require any person who acquires beneficial ownership of more than a certain percentage (typically 5%) of the Company’s securities, to report the acquisition to the gaming authorities and apply for a finding of suitability. Many gaming authorities allow an “institutional investor” to apply for a waiver that allows such institutional investor to acquire up to a certain percentage of securities without applying for a finding of suitability, subject to the fulfilment of certain conditions. In some jurisdictions, suitability investigations may require extensive personal and financial disclosure.
The failure of any such individuals or entities to submit to such background checks and provide the required disclosure could jeopardise the Group’s eligibility for a required licence or approval.
Any person who is found unsuitable by a relevant gaming authority may be prohibited by applicable gaming laws or regulations from holding, directly or indirectly, the beneficial ownership of any of the Company’s securities.
The Articles of Association include provisions to ensure that Entain has the required powers to continue to comply with applicable gaming regulations.
As a company traded on the London Stock Exchange and incorporated in the Isle of Man, Entain plc is subject to the UK City Code on Takeovers and Mergers.