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ASPEN GROUP Board/Management Information 2013

Jun 25, 2013

64404_rns_2013-06-25_7152fd13-518c-45f2-a540-a8c026118212.pdf

Board/Management Information

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Aspen Group Limited ABN 50 004 160 927 Aspen Property Trust ARSN 104 807 767

Level 3, Newspaper House 129 St Georges Terrace, Perth Western Australia, 6000

Telephone: 08 9220 8400 Facsimile: 08 9220 8401

Email: [email protected]

MARKET RELEASE

ASX ANNOUNCEMENT 26 June 2013

APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR

The Board of Aspen Group is pleased to announce the appointment of Mr Clem Salwin as the Group’s Chief Executive Officer and Managing Director. Mr Salwin will take up his appointment with Aspen on Monday, 1 July 2013 and will re-locate to Perth.

Mr Salwin will succeed Mr Hugh Martin, who has held the role of Interim CEO since August 2012.

Mr Salwin comes to Aspen with over 20 years’ experience across real estate funds management, investment banking, property investment and corporate management.

Most recently Mr Salwin was the acting Chief Executive Officer at Valad Property Group. Prior to this, he held senior roles in real estate investment banking at UBS and property funds management at Bankers Trust Australia.

Aspen Chairman, Mr Frank Zipfinger, said Mr Salwin’s appointment followed an extensive recruitment process during which a strong field of internal and external candidates was considered.

“The Board is delighted that Mr Salwin has agreed to lead Aspen into its next stage,” Mr Zipfinger said. “Clem’s wide industry experience will greatly benefit Aspen as we seek to re-establish the Group after a challenging transition period. Clem’s strength is his ability to deliver on strategies aimed at enhancing securityholder value which will be a great fit for Aspen.”

“Subject to securityholder approval, Clem will be investing his own funds to acquire a placement of 5.8 million Aspen securities. This underlines his commitment to Aspen’s success.”

“The Board extend sincere thanks to Mr Martin for performing the Interim CEO role.”

“Hugh Martin has provided a steadying influence and achieved the stabilisation of the Group through his strong leadership. He was instrumental in successfully executing the $101.4 million entitlement offer and negotiating a position with key stakeholders to enable the Group to move forward.”

Mr Martin joined the Board of Aspen in April 2012 and was appointed to the role of Interim CEO in August 2012. From 1 July 2013, Mr Martin will resume the role of a non-executive director of the Board.

Annexure : Key Terms of Employment

End

For further information please contact:

For media enquiries : Frank Zipfinger David Tasker Chairman Professional Public Relations Phone: (+61) 8 9220 8400 Phone: 0433 112 936 Email: [email protected] Email: [email protected]

Aspen Group ASX Announcement – CEO appointment June 2013

ANNEXURE

KEY TERMS OF EMPLOYMENT FOR MR CLEM SALWIN

The remuneration package for Mr Salwin is designed to ensure a strong alignment of his financial rewards with the creation of value for Aspen securityholders.

Mr Salwin will receive a combination of fixed remuneration, together with short term and long term incentives. The grant of performance rights and other equity is subject to approval of securityholders at the next annual general meeting. (Further terms and conditions of the LTI policy and Performance Rights Plan are disclosed on the Aspen Group website: www.aspengroup.com.au.)

Base salary –Total Fixed Remuneration (TFR)

A fixed base salary of $490,000 per annum exclusive of statutory superannuation.

Short Term Incentive (STI)

A variable annual incentive of up to 75% of TFR subject to achievement of individual and company KPIs set annually. 50% of any STI awarded must be taken as equity in APZ with the entitlement deferred by 18 months after which the APZ securities will be issued.

Long Term Incentive (LTI)[1]

An entitlement to a LTI in the form of performance rights up to 125% of TFR. The conditions of the performance rights are subject to the performance rights plan and vesting is subject to achievement of performance rights conditions over 3 years, with annual testing. The conditions are: (i) Total Shareholder Return (TSR) and (ii) EPS growth as set by the Board annually.

Security acquisition[1]

A placement of 5,764,706 APZ securities will be made to Mr Salwin and/or his nominated investment fund, equivalent to 2 times the TFR, being $980,000. The price of the placement would be $0.17 per stapled security, on an ex-distribution basis for the announced June 2013 distribution. For clarity, this placement is being funded by Mr Salwin, not by Aspen.

The holding would be subject to a voluntary escrow for a period of 12 months or sooner if a change of control event occurs.

3 year options[1 ]

Mr Salwin will be granted 17,294,118, 3 year options in APZ securities at a strike price which is the higher of a 20% discount to NTA at 30 June 2013 or 20 cents per APZ security.

Change of Control consequences

In the event of change of control circumstances occurring, there is an automatic full vesting of STI and LTI entitlements and full vesting of options. Change of control provisions are also triggered in the case that Aspen is to be wound up.

Other Key Terms

Mr Salwin’s contract has no fixed period.

The employment may be terminated by the Group or Mr Salwin by giving 6 months notice of an intention to terminate his employment. Termination benefits to the extent permitted under the Corporations Act are included in his contract in the event of certain termination events.

1 Remuneration package elements subject to the approval of securityholders at the next annual general meeting.

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