15 August 2024
Boku, Inc.
("Boku" or the "Company")
Proposed New Share Plan and
Notice of Extraordinary General Meeting
Boku (AIM: Boku),
a leading provider of global mobile payment
solutions, announces that it will shortly
post a notice of an Extraordinary General Meeting ("EGM") to shareholders to seek approval
of the resolution necessary for the adoption by the Company of a
new Stretch Restricted Share Unit Plan ("New Plan"). The EGM will be held at
1.00 p.m. BST on 11 September 2024.
Background and Rationale
The Company considers that the
introduction of the New Plan, alongside the existing incentive
plans, will support and reward the performance of the executive
management team of the Company in a fair, transparent, and
proportionate manner and is designed to more effectively reward
exceptional performance. The remuneration committee of the Board
("Committee") believes that
the mix of remuneration awards will ensure a balance between strong
and steady growth and reaching for full potential. The New Plan has
been created with the guidance of an external independent
remuneration consultant and has been the subject of an extensive
shareholder consultation process. This exercise provided valuable
feedback which has been taken on board in finalising the terms of
the New Plan.
Key
terms of the New Plan
The New Plan will be an executive
employee share scheme and the awards granted under the New Plan
("Awards") will be
restricted share units, which is a deferred right to receive shares
of common stock in the Company ("Shares") for no consideration on either
the receipt of an Award or the underlying Shares. The aggregate
number of Shares that will be allocated under the New Plan will not
exceed 9,090,858 Shares, being 3% of the Company's issued share
capital as at 31 July 2024.
If the New Plan is approved at the
EGM, it is envisaged that Awards will be granted to members of the
executive team of the Company following the release of the
Company's interim results, currently expected in late September
2024.
All Awards are subject to the same
performance condition being a comparison of the 40-day
Volume-Weighted Average Price ("VWAP") following the release of the
results announcement for the 2027 financial year (expected to be
released in March 2028) (the "Tested Share Price") against 180.4p
(being the 40-day VWAP following the release of the results
announcement for the 2023 financial year on 19 March 2024)
("Base Share Price") as
follows:
·
no Awards will vest if the Tested Share price is
less than 3x the Base Share Price;
·
25% of the Awards vest if the Tested Share Price
is 3x the Base Share Price;
·
100% of the Awards vest if the Tested Share Price
is 5x the Base Share Price;
and
·
if the Tested Share Price is between 3x and 5x the
Base Share Price, the Awards vest on a straight-line basis from 25%
to 100%. For example, if the Tested Share Price is 4x the Base
Share Price, 62.5% of the Awards will vest.
The table below summarises the key features of
the New Plan:
|
|
|
|
|
|
|
Share
price
|
Below 541.2p
|
541.2p
|
721.6p
|
902p
|
|
4 year share
price CAGR
|
Below 31.6%
|
31.6%
|
41.4%
|
49.5%
|
|
Gross equity
value increase excluding plan value
|
Below £1,093m
|
£1,093m
|
£1,640m
|
£2,187m
|
|
Vesting level
(approximate number of Shares)
|
Nil
|
25% (2.3m)
|
62.5% (5.7m)
|
100% (9.1m)
|
|
Total New Plan
value to plan participants
|
Nil
|
£12.3m
|
£41.0m
|
£81.9m
|
|
% of gross
equity value increase to plan participants
|
Nil
|
1.1%
|
2.4%
|
3.6%
|
|
Dilution if
all New Plan awards are satisfied from new shares
|
Nil
|
0.7%
|
1.9%
|
3.0%
|
Except in certain cases where the participant is a "good leaver"
and absent certain corporate events, a participant must remain
employed for approximately 5.5 years (i.e. from 1 January 2024
until July 2029) in order to receive the full benefit of the Award.
For those who begin employment after 1 January 2024 or are granted
an Award after the initial grants, Award grant sizes will be
reduced to reflect the later start date.
Further details of the New Plan can
be found in the Notice of EGM.
Notice of EGM
Copies of the notice of EGM and
proxy form will shortly be available to view on the Company's
website, at https://investors.boku.com/reports-documents/.
The EGM will be held at 1.00 p.m.
BST on 11 September 2024 via teleconference. Shareholders who would
like to listen to the proceedings at the EGM can register for the
remote call by emailing agm@boku.com by no later than 1.00 p.m. BST on 6 September 2024.
Shareholders can also vote in advance of the EGM by proxy, in
accordance with instructions set out in the notice of
EGM.
If you wish to register to listen to
the proceedings of the EGM in the remote call, please ensure that
you have proof of shareholding and identity to register when you
email the Company.
The Company values engagement with
its shareholders and those who have questions for the board of the
Company can forward their questions to the Company Secretary by
emailing agm@boku.com in advance of the EGM and no later than 1.00 p.m. BST on 6
September 2024. Answers to these questions will be posted
shortly after the EGM on the Company's website, at
https://investors.boku.com/reports-documents/.
Enquiries:
Boku, Inc.
Stuart Neal, Chief Executive
Officer
+44 (0)20 3934 6630
Robert Whittick, Chief Financial
Officer
Investec Bank plc (Nominated Advisor & Joint
Broker)
+44 (0)20 7597 5970
Nick Prowting / Kamalini Hull /
Patrick Robb
Peel Hunt LLP (Joint
Broker)
+44 (0)20 7418 8900
Neil Patel / Ben Cryer / Kate
Bannatyne
IFC
Advisory Limited (Financial PR &
IR)
+44 (0)20 3934 6630
Tim Metcalfe / Graham Herring /
Florence Chandler
Notes to Editors
Boku Inc. (AIM: BOKU) is a leading
global provider of mobile payment solutions. Boku's mobile-first
payments network, including mobile wallets, direct carrier billing,
and account to account/real-time payments schemes, reaching over
7.5 billion mobile payment accounts through a single
integration.
Customers that trust Boku to
simplify sign-up, acquire new paying users and prevent fraud
include global leaders such as Amazon, Meta Platforms, Google,
Microsoft, Netflix, Sony, Spotify and Tencent.
Boku Inc. was incorporated in 2008
and is headquartered in London, UK, with offices in the US, India,
Brazil, China, Estonia, France, Germany, Indonesia, Japan,
Singapore, Spain, Taiwan and Vietnam.
To learn more about Boku Inc.,
please visit: https://www.boku.com