Employee share schemes – Issue of rights
My Food Bag Group Limited
My Food Bag Group Limited
NZCN 6113607
ARBN 646 807 301
30 June 2022
NZX/ASX Code: MFB
MY FOOD BAG GROUP LIMITED – EMPLOYEE SHARE OWNERSHIP AND INCENTIVE SCHEMES
As noted in My Food Bag's recent annual report, as part of the employee remuneration review
undertaken in 2021, the Board has recently established two new incentive schemes, discussed
below. These incentives will form an important part of My Food Bag's overall employment
proposition going forward, and they are aligned to My Food Bag's strategy to attract, reward and
retain high calibre employees committed to My Food Bag's long term success.
Long term incentive plan
The Board has established a new long term incentive plan. This LTI will operate as a performance
share rights scheme, similar in nature to the schemes operated by many other listed issuers in New
Zealand. The employees invited to participate in the LTI will include the members of the Senior
Leadership Team, as well as certain other senior employees of the business based on job grading.
The Board has issued the first tranche of performance rights under the LTI to eligible employees. In
total, 1,820,518 performance rights were issued based on a share price of $0.887. The share price
used to calculate the number of performance rights to be issued was determined objectively, based
on the volume weighted average share price of My Food Bag's shares over the 10 business day
period following the recent release of My Food Bag FY22 results.
With the exception of the CEO, the conditions attaching to the performance rights comprise
retention over the vesting period of two years and (as to 50% of the performance rights issued to
each eligible employee) the achievement of a performance hurdle measured by reference to My
Food Bag's relative total shareholder returns over that vesting period. The value of each grant has
been determined by reference to each eligible employee's base salary.
The grant made to the CEO, Kevin Bowler, is more bespoke. Mr Bowler has been issued 624,013
performance rights, which in value terms equates to 100% of Mr Bowler's base salary. This is larger
(in proportionate terms) than the grants made to the other participating senior employees but
reflects the important role of the CEO in delivering My Food Bag's strategy and the fact that Mr
Bowler will not receive a further grant next year during the current two year vesting period. Mr
Bowler's performance rights are also entirely performance based, with 50% of his performance
rights based on the relative TSR hurdle and 50% on an absolute EPS (earnings per share) hurdle.
Employee share ownership scheme
The Board also identified an opportunity to establish a more inclusive employee share ownership
scheme for all permanent employees (other than those participating in the LTI) working at least 30
hours per week. This scheme operates in a similar manner to the LTI, albeit the vesting of the share
rights is entirely dependent on retention over the vesting period of two years.
In total, 385,548 share rights have now been issued to eligible employees who accepted the offer
made to them. The value of each grant made to eligible employees was $3,000 (being 3,382 share
rights based on the share price of $0.887).
Capital change notices reflecting these grants accompany this announcement.
My Food Bag Group Limited
My Food Bag Group Limited
NZCN 6113607
ARBN 646 807 301
Authorised by:
Board of Directors of My Food Bag Group Limited
Ends
For investor or analyst queries, please contact:
Mark Winter
ir@myfoodbag.co.nz
---
Notice of issue of Share Rights under the My Food Bag's Employee Share Ownership Scheme
This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Share Rights to certain
eligible employees under My Food Bag's employee share ownership scheme. If the Share Rights vest
(based on a retention condition over the two year vesting period) the holder may exercise an option to
acquire ordinary shares in My Food Bag.
Section 1: Issuer information
Name of issuer My Food Bag Group Limited
NZX ticker code MFB
Class of financial product Share Rights, each representing
an entitlement (upon vesting and
exercise) to acquire an ordinary
share in My Food Bag Group
Limited
ISIN (If unknown, check on NZX website) N/A (the ISIN of MFB's ordinary
shares is NZMFBE0004S1)
Currency N/A
Section 2: Capital change details
Number issued/acquired/redeemed 385,548 Share Rights
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Nil – Share Rights are issued
under the scheme to eligible
employees for no consideration
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
1
100% of Share Rights on issue (if
these Share Rights vest and are
exercised, this would equate to
0.16% of the ordinary shares of
My Food Bag Group Limited
currently on issue).
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example,
the exercise price and exercise date)
Issue of Share Rights pursuant to
My Food Bag's employee share
ownership scheme. The Share
Rights give the holder the right to
acquire ordinary shares in My
Food Bag Group Limited, which
may be exercised if the Share
Rights vest.
1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.
The Share Rights will vest if the
holder remains employed by My
Food Bag during the two-year
vesting period (and, for clarity, no
disqualifying factors apply at the
end of that period).
There is no amount payable by
the holder either on the grant of
the Share Rights or in relation to
the issue of ordinary shares if
those Share Rights vest and are
exercised.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Share Rights pursuant to
My Food Bag's employee share
ownership scheme. Board
resolution dated 13 June 2022
and permitted by NZX Listing Rule
4.6.1.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
385,548 Share Rights.
There is no treasury stock.
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 13 June
2022 and permitted by NZX
Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As above. Any ordinary share
issued on the vesting and
exercise of the Share Rights will
be credited as fully paid up and
rank equally in all respects with
the other ordinary shares of My
Food Bag Group Limited.
Date of issue/acquisition/redemption 30 June 2022
Section 3: Authority for this announcement and contact person
Name of personauthorised to make this announcement
Mark Winter, Chief Financial Officer
Contact person for this announcement Mark Winter, Chief Financial Officer
Contact phone number +64 9 886 9840
Contact email address ir@myfoodbag.co.nz
Date of release through MAP30 June 2022
---
Notice of issue of Performance Rights under the My Food Bag's Long Term Incentive Plan
This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Performance Rights to
certain senior employees under My Food Bag's long term incentive plan. If the Performance Rights vest
(based on certain vesting conditions, including the achievement of a performance hurdle(s)) the holder
may exercise an option to acquire ordinary shares in My Food Bag.
Section 1: Issuer information
Name of issuer My Food Bag Group Limited
NZX ticker code MFB
Class of financial product Performance Rights, each
representing an entitlement
(upon vesting and exercise) to
acquire an ordinary share in My
Food Bag Group Limited
ISIN (If unknown, check on NZX website) N/A (the ISIN of MFB's ordinary
shares is NZMFBE0004S1)
Currency N/A
Section 2: Capital change details
Number issued/acquired/redeemed 1,820,518 Performance Rights
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Nil – Performance Rights are
issued under the plan for no
consideration
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
1
100% of Performance Rights on
issue (if these Performance Rights
vest and are exercised, this would
equate to 0.75% of the ordinary
shares of My Food Bag Group
Limited currently on issue).
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example,
the exercise price and exercise date)
Issue of Performance Rights
pursuant to My Food Bag's long-
term incentive plan. The
Performance Rights give the
holder the right to acquire
ordinary shares in My Food Bag
Group Limited, which may be
exercised if the Performance
Rights vest.
1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.
For participating senior
employees other than the CEO,
50% of the Performance Rights
are linked purely to retention,
with the holder required to
remain an employee of My Food
Bag for the duration of the two
year vesting period. The other
50% of the Performance Rights
require this retention condition
to be satisfied, as well as My
Food Bag to achieve a defined
performance hurdle in respect of
its total return to shareholders
over the vesting period relative to
other companies in the NZX50.
All of the 624,013 Performance
Rights issued to the CEO have a
performance hurdle element (in
addition to retention). 50% of the
CEO's Performance Rights are
subject to the same relative TSR
hurdle as the other participants,
whereas the other 50% is based
on an absolute EPS (earnings per
share) performance hurdle.
There is no amount payable by
the holder either on the grant of
the Performance Rights or in
relation to the issue of ordinary
shares if those Performance
Rights vest and are exercised.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Performance Rights
pursuant to My Food Bag's long
term incentive plan. Board
resolutions dated 13 June and 27
June 2022 and permitted by NZX
Listing Rule 4.6.1.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
1,820,518 Performance Rights.
There is no treasury stock.
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Board resolutions dated 13 June
and 27 June 2022 and permitted
by NZX Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As above. Any ordinary share
issued on the vesting and
exercise of the Performance
Rights will be credited as fully
paid up and rank equally in all
respects with the other ordinary
shares of My Food Bag Group
Limited.
Date of issue/acquisition/redemption 30 June 2022
Section 3: Authority for this announcement and contact person
Name of personauthorised to make this announcement
Mark Winter, Chief Financial Officer
Contact person for this announcement Mark Winter, Chief Financial Officer
Contact phone number
+64 9 886 9840
Contact email address ir@myfoodbag.co.nz
Date of release through MAP30 June 2022
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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