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DPC Dash Ltd Share Issue/Capital Change 2025
49903_rns_2025-01-10_09092a09-6e8f-40be-8ba5-1f7cbb40110e.pdf
Share Issue/Capital Change
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Domino's Pizza
达美乐比萨
DPC Dash Ltd
达势股份有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 1405)
GRANT OF SHARE AWARDS PURSUANT TO THE 2022 FIRST SHARE INCENTIVE PLAN
Pursuant to Rule 17.06A of the Listing Rules, the Board announces that, on January 10, 2025, the Company granted 102,074 Share Awards to 5 Grantees under the 2022 First Share Incentive Plan (the "Award Grants").
Details of the Award Grants are set out below:
Date of grant: January 10, 2025
Number of Grantees: 5 Employee Participants, namely Mr. Frank Paul Krasovec, Mr. James Leslie Marshall, Mr. Zohar Ziv and Mr. Matthew James Ridgwell, each a non-executive Director, and Mr. David Brian Barr, an independent non-executive Director
Number of Share Awards granted: 102,074 Share Awards, representing approximately 0.078% of the total issued share capital of the Company as of the date of this announcement
Purchase price of the Share Awards: Nil
Closing price of the Shares on the date of grant: HK$71.05 per Share
Consideration for the Share Awards granted: Nil
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Vesting period and lock-up period of the Share Awards:
All Share Awards will vest in four equal installments (subject to rounding to the nearest whole Share numbers as necessary) on March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025, respectively.
In addition, the Shares to be issued pursuant to the vesting of the Share Awards are subject to lock-up during the period commencing on the applicable vesting date and ending on January 13, 2026, so that the Grantees may not transfer, assign or otherwise dispose of such Shares during the applicable lock-up period(s).
Even though the vesting period of the Share Awards under each Award Grant is less than 12 months, the vesting period and the applicable lock-up period of such Share Awards combined together are more than 12 months. Considering that (i) this arrangement is expressly permitted under the scheme rules of the 2022 First Share Incentive Plan to be an exception to the general rule that the vesting periods of awards shall not be less than 12 months, (ii) the overall holding period (i.e. the vesting period combined with the lock-up period) is more than 12 months, (iii) the grants form the remuneration to such Directors, the Remuneration Committee is of the view that the Award Grants, with the above described vesting periods and lock-up periods, provide sufficient incentive to retain the Grantees' continuous service with the Group while remaining market competitive, and hence align with the purpose of the 2022 First Share Incentive Plan and are in the interests of the Company and its shareholders as a whole.
Performance targets of the Share Awards:
Nil
Considering that (i) such Grantees are Directors who will contribute directly to the overall business performance, sustainable development and good corporate governance of the Group; (ii) the grants form the remuneration to such Directors; and (iii) the Share Awards are subject to certain vesting conditions and terms of the 2022 First Share Incentive Plan, which already cover situations where the Share Awards will lapse in the event that such Grantees' employment with the Group terminates, the Remuneration Committee is of the view that the grant of Share Awards to the Grantees without performance targets is market competitive and aligns with the purpose of the 2022 First Share Incentive Plan.
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Clawback mechanism of the Share Awards:
The key clawback terms are as follow:
In the event that a Grantee (a) ceases to be an eligible participant by reason of the termination of his/her employment or contractual engagement with the Group or Related Entity for cause or without notice or with payment in lieu of notice; (b) has been convicted of a criminal offence involving his/her integrity or honesty; or (c) he/she, in the reasonable opinion of the Board, has engaged in serious misconduct or breaches the terms of the 2022 First Share Incentive Plan in any material respect, then the Board may make a determination at its absolute discretion that: (A) any Share Awards issued to that Grantee but not yet exercised shall immediately lapse, regardless of whether such Share Awards have vested or not, (B) with respect to any Shares issued or transferred to that Grantee pursuant to vesting of the Share Awards, the Grantee shall be required to transfer back to the Company or its nominee (1) the equivalent number of Shares, (2) an amount in cash equal to the market value of such Shares, or (3) a combination of (1) and (2), and/or (C) with respect to any Shares held by the trustee for the benefit of the Grantee (pursuant to vesting of the Share Awards), those Shares shall no longer be held on trust for nor inure to the benefit of the Grantee.
Listing Rules implications
Under the Award Grants, 18,423 Share Awards were granted to Mr. Frank Paul Krasovec, 28,382 Share Awards were granted to Mr. James Leslie Marshall, 18,423 Share Awards were granted to Mr. Zohar Ziv and 18,423 Share Awards were granted to Mr. Matthew James Ridgwell. The foregoing Grantees are non-executive Directors. 18,423 Share Awards were granted to Mr. David Brian Barr. The foregoing Grantee is an independent non-executive Director.
The Award Grants were approved by the Board, including all of the independent non-executive Directors (with each Director abstaining from voting on the Board resolution in respect of the Award Grant to himself), as well as the Remuneration Committee (with each member of the Remuneration Committee abstaining from voting on the committee resolution in respect of the Award Grant to himself).
In respect of each of the Grantees, being Directors (including independent non-executive Directors), the Awards Grants would not result in the Shares issued and to be issued in respect of all options and share awards granted (excluding those lapsed in accordance with the terms of the scheme) to such person in the 12-month period up to and including the date of the Award Grants, representing in aggregate over $0.1\%$ of the Shares in issue (excluding treasury shares). As such, Shareholders' approval is not required for the Award Grants.
In addition, under the Award Grants (i) none of the Grantees is a participant with options and share awards granted and to be granted exceeding the $1\%$ individual limit under Rule 17.03D(1) of the Listing Rules; (ii) none of the Grantees is a related entity participant or a service provider (as defined under the Listing Rules); and (iii) no financial assistance has been provided by the Group to the Grantees for the purchase of Shares under the 2022 First Share Incentive Plan.
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Reason for and benefits of the Award Grants
The Award Grants form the remuneration to the non-executive Directors and the independent non-executive Director and provide a means by which such Directors could benefit from increases in value of the Shares in the future. The Award Grants will encourage the Grantees to work towards enhancing the value of the Company and the Shares for the benefits of the Company and Shareholders as a whole by continuously contributing their expertise, industry knowledge, strategic guidance as well as independent opinions and judgment to the Board in building the long-term success of the Company.
Number of Shares available for future grant
The number of Shares available for future grant after the Award Grants under the Scheme Mandate Limit will be 9,191,513 Shares.
UPDATE IN RELATION TO APPOINTMENT OF DIRECTORS
Mr. Joseph Hugh Jordan and Ms. Bin Yu were appointed as a non-executive Director on November 4, 2024 and an independent non-executive Director on December 31, 2024, respectively. The Board and the Remuneration Committee have determined and approved that a director service fee in the amount of US$185,000 (in cash or the equivalent amount of awards pursuant to the share incentive plans adopted by the Company) shall be payable by the Company to each of Mr. Joseph Hugh Jordan and Ms. Bin Yu for their services rendered in the capacity of a director of the Company for each calendar year, subject to adjustments to be determined and approved by the Board and the Remuneration Committee from time to time. Details of all of our Directors' remunerations for the year ended December 31, 2024 will be disclosed in our annual report in compliance with the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
| Term | Definition |
|---|---|
| “2022 First Share Incentive Plan” | the post-IPO share incentive plan our Company adopted on November 29, 2022, as amended from time to time, further details of which are disclosed in the section headed “Statutory and General Information – Share Incentive Plans and bonus plans” in Appendix IV to the Prospectus |
| “Articles” | the articles of association of the Company currently in force |
| “associate(s)” | shall have the meaning ascribed to it under the Listing Rules |
| “Award Grant(s)” | the grant of a total of 102,074 Share Awards to selected grantees on January 10, 2025 pursuant to the 2022 First Share Incentive Plan |
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“Board” the board of Directors of the Company
“Company” DPC Dash Ltd (达势股份有限公司), a business company with limited liability incorporated under the laws of the British Virgin Islands on April 30, 2008, the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” the director(s) of the Company, from time to time
“Employee Participant” An eligible participant under the 2022 First Share Incentive Plan who is a director, officer or employee (whether full-time or part-time) of the Group on the date of grant
“Grantee(s)” grantee(s) of the Award Grant
“Group” the Company together with its subsidiaries from time to time; “member of the Company” means any or a specific one of them, and “Group Company” shall be construed accordingly
“Holding Company” a company of which the Company is a subsidiary
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Listing Date” March 28, 2023, the date on which the Shares are listed and dealings in the Shares are first permitted to take place on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Prospectus” the prospectus of the Company dated March 16, 2023
“Related Entity” (i) a Holding Company; (ii) subsidiaries of the Holding Company other than members of the Group; or (iii) any company which is an associate of the Company
“Remuneration Committee” the remuneration committee of the Board
“Scheme Administrator” the Board or the committee of the Board or person(s) to which the Board has delegated its authority (as applicable) to administer the 2022 First Share Incentive Plan in accordance with its rules
“Scheme Mandate Limit” The total number of Shares which may be issued in respect of all options and awards to be granted under the 2022 First Share Incentive Plan and any other share schemes (for the avoidance of doubt, Shares issued or to be issued pursuant to awards made under the 2021 Plan (as defined in the Prospectus) and the 2022 Pre-IPO Plan (as defined in the Prospectus) shall not be subject to the Scheme Mandate Limit) of the Company as approved by the Shareholders on November 29, 2022, being 12,000,000 Shares, representing 9.33% of the Shares in issue on the Listing Date
"Share(s)"
ordinary share(s) in the share capital of our Company, currently with a par value of US$1.00 each
"Shares Award(s)"
share award(s) granted under the 2022 First Share Incentive Plan which vest in the form of the right to subscribe for and/or be issued Shares
"Shareholder(s)"
holder(s) of Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"subsidiary"
has the meaning ascribed to it in the Listing Rules
"US$"
U.S. dollars, the lawful currency of the United States of America
"%"
per cent
By order of the Board
DPC Dash Ltd
Frank Paul KRASOVEC
Chairman
Hong Kong, January 10, 2025
As of the date of this announcement, the Board comprises Ms. Yi WANG as executive Director, Mr. Frank Paul KRASOVEC, Mr. James Leslie MARSHALL, Mr. Zohar ZIV, Mr. Matthew James RIDGWELL and Mr. Joseph Hugh JORDAN as non-executive Directors and Mr. David Brian BARR, Ms. Lihong WANG and Ms. Bin YU as independent non-executive Directors.
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