Notice of AGM and other matters
Notice of the 2019 Annual General Meeting, proposed change to the Company name, adoption of a new long-term employee incentive scheme and change in board roles
Forbidden Technologies plc (AIM: FBT), the developer and seller of cloud video platform technology using its patented Blackbird technology, announces that the Company’s 2019 Annual General Meeting (the “AGM”) will be held at 10.00 am on 8 May 2019 at Tuition House, 27-37 St George’s Road, London, SW19 4EU.
The Circular containing the notice of the AGM, together with a proxy form for use at the AGM and the Company’s Annual Report and Accounts for the year ended 31 December 2018, have been posted to shareholders today and will shortly be available on the Company’s website at www.forbidden.co.uk.
Proposed change to the Company Name
The Board proposes that the Company change its name to “Blackbird plc”, to align it with the platform and full product set which the Company markets under the brand name Blackbird and to reinforce the brand and focus in the market. A year ago, with a focused strategy, the Company brought all its products and services under the single brand, Blackbird. This branding and positioning has been well received in the market and allows the Company to cost effectively and powerfully market its media cloud solutions. Aligning the Company and brand names simplifies communication.
A further announcement will be made in due course to confirm the expected date upon which the Company’s shares are expected to trade on AIM under the new name of Blackbird plc and the new TIDM of ‘BIRD’ (previously ‘FBT’).
Adoption of a new long-term employee incentive scheme
The Board believes that it is critical that they are able to attract and retain the right team members to deliver the Company’s increasingly focussed sales strategy and that this strategy will deliver long-term and sustainable shareholder value. The Board also believes that directors and key management engaged in delivering the Company’s growth targets should be incentivised for delivering extraordinary shareholder returns.
In 2018, the Board undertook a detailed review of the Company’s current incentive schemes for management and concluded that the Company’s current share option schemes were not sufficient motivation to attract and retain the right team to drive performance and that it would be in the best interests of shareholders to provide additional long-term cash incentive arrangements focussed entirely on rewarding directors and key management for delivering significant growth in shareholder value.
The Board is therefore proposing that shareholders approve at the AGM the adoption of a new plan, the Blackbird plc Long Term Incentive Plan 2019 (the “New Incentive Plan”). The New Incentive Plan is intended to operate as a long-term cash bonus plan for the Company’s management team and to permit cash awards as a percentage of share value growth over two separate target hurdles of 15p and 20p per share, which are respectively over 3 times and 4 times above the last fundraising price of 5p per share. To fully align the Company’s current EMI Share Option Scheme with the New Incentive
Plan, the Board will add core performance targets as part of the vesting requirements for all new options granted under the existing EMI Share Option Scheme.
The Circular contains further details of the proposed New Incentive Plan to be adopted by the Board, if approved by shareholders. Awards under the New Incentive Plan will be made subject to such performance vesting conditions as the Remuneration Committee of the Board considers appropriate.
The grant of awards to Directors and certain other employees under the New Incentive Plan (if approved) will be treated as related party transactions under Rule 13 of the AIM Rules for Companies and, accordingly, will only be made if approved by independent directors of the Company who, having consulted with Allenby Capital Limited (the Company’s nominated adviser), consider the terms of the awards to be fair and reasonable insofar as the Company’s shareholders are concerned and are duly announced.
David Main has today informed the board of his decision to step down as the Company’s Non-Executive Chairman at the conclusion of the AGM but to remain on the board as a Non-Executive
Director. The Company now has a strong team, a focused strategy, the right products and the financial capacity to really drive growth and value creation going forward. The board has appointed Andrew Bentley as the Company’s new Non-Executive Chairman following the conclusion of the AGM. Andrew has served on the board as a Non-Executive Director since November 2015 and, with his strong media and technology experience, is ideally placed to lead the board in the next phase of the Company’s growth.
Ian McDonough, Chief Executive of Forbidden, said: “I would like to thank David for all his hard work as Chairman over recent years and the board are grateful that he will continue to offer his support as a Non-Executive Director.”
Forbidden Technologies plc
Tel: +44 (0)20 8879 7245
Ian McDonough, CEO
Adrian Lambert, Marketing Director
Allenby Capital Limited (Nominated Adviser and Broker)
Tel: +44 (0)20 3328 5656
About Forbidden Technologies plc
Forbidden Technologies plc (AIM: FBT) floated in February 2000.
Forbidden develops, markets and licenses a powerful cloud video platform using its patented Blackbird technology. The technology underpins multiple applications, which are used by rights holders, broadcasters, sports and news video specialists, eSports live events and content owners, post-production houses, other mass market digital video channels and corporations.
The Blackbird technology allows full visibility on multi-location digital content, improves time to market for live content such as video clips and highlights for social media distribution, and results in much more effective monetisation.
Blackbird® is a registered trademark of Forbidden Technologies plc.