In accordance with Listing Rule 9.6.11R, Telecity Group plc (TelecityGroup, or the Company) announces the following change to the Board of Directors.
The Board of TelecityGroup announces that Brian McArthur-Muscroft is to step down from the role of Group Finance Director of the Company by 31st January 2014. The Board would like to thank Brian for his substantial contribution to the success and management of TelecityGroup and wishes him well for the future.
John Hughes, Chairman commented, “Brian McArthur-Muscroft has made a massive contribution to the growth and development of the Company since joining it prior to its stock market flotation in 2007. Brian’s many achievements include the Company’s successful IPO and a number of subsequent successful finance raisings in difficult market conditions. Brian has confirmed that now is the right time for him to be leaving the Company to pursue a new challenge and we wish him every success for the future.”
The Board will commence the search for Brian’s replacement immediately. If a successor is found prior to 31st January, Brian has agreed to lead an orderly handover. In accordance with the terms of his contract Brian McArthur-Muscroft will receive a payment in lieu of his 12 month notice period (full details of his exit package are set out below).
Michael Tobin, CEO of TelecityGroup commented, “On behalf of myself and the team at TelecityGroup, I would like to thank Brian for the very significant role he has played in the success of the business over the past several years. He has built a top class Finance team and strong governance processes which have underpinned the growth of the business and led to TelecityGroup and Brian winning a number of prestigious financial awards in recent years. He has been a trusted colleague and friend and I would like to wish him well for the future.”
Brian McArthur-Muscroft commented, “I have thoroughly enjoyed my time at TelecityGroup and the success the Company has achieved during my 7 years as Group Finance Director. I have made many great friends within the Company and amongst our excellent advisers and I wish Mike Tobin and his team every success for the future. I will be helping Mike over the coming months and will then be looking forward to my next challenge.”
The financial arrangements associated with Brian McArthur-Muscroft’s departure are as follows:
Current year reward structure
- Brian McArthur-Muscroft will continue to receive his salary and benefits in accordance with his current contractual arrangements until his leaving date.
- Brian McArthur-Muscroft will be eligible for a cash bonus (pro rated for service if he leaves prior to 31 December 2013) in respect of the financial year ending 31 December 2013 to the extent that the applicable performance conditions are met. Any bonus will be paid on the same date that bonuses are paid to other participants in the bonus scheme. Any bonus awarded will be disclosed in the Directors’ Remuneration Report to be published in February 2014.
- Brian McArthur-Muscroft will not be eligible for any bonus in respect of any period of service in the financial year ending 31 December 2014 regardless of his leaving date.
Payments on termination
- Brian McArthur-Muscroft will receive a termination payment of £428,800 in lieu of his 12 month notice period determined in accordance with his service contract. That payment comprises £335,000 in lieu of basic salary, £60,300 in lieu of pension contributions and £33,500 in lieu of other benefits (excluding bonus) (the Remuneration Committee having exercised its discretion under Brian McArthur-Muscroft’s service contract to pay 10% of salary in lieu of Brian McArthur-Muscroft’s benefits (rather than paying him an amount equal to the cost to the Company of providing those benefits or continuing to provide such benefits during Brian McArthur-Muscroft’s 12 month notice period).
- Brian McArthur-Muscroft will receive a payment of £30,000 in settlement of any statutory claims he may have against TelecityGroup.
- Brian McArthur-Muscroft will receive a nominal payment of £100 in consideration for his agreement to the extension of his post-termination restrictive covenants to 12 months (from the levels of 6 or 9 months specified in his service contract).
- Brian McArthur-Muscroft will receive the maximum sum of £7,000 plus VAT as a contribution towards the legal fees incurred by him in connection with the termination of his employment.
Treatment of share awards
- The Remuneration Committee has exercised its discretion to allow Brian McArthur-Muscroft’s deferred bonus awards granted in 2012 and 2013 in respect of the 2011 and 2012 bonus years (of 20,796 shares and 15,945 shares respectively) under the Company’s deferred bonus plan to vest in full on his leaving date. The vesting of these deferred bonus awards is not subject to the fulfilment of any performance conditions. These awards will remain exercisable for one year in accordance with the rules of the plan though no such exercise will be permitted until the date on which the Company’s results for the year ending 31 December 2013 are announced.
- The Remuneration Committee has exercised its discretion to allow share awards of 61,265 shares and 46,635 shares granted in 2011 and 2012 respectively under the Company’s Performance Share Plan to vest at the end of their respective performance periods (February 2014 and February 2015), subject to the applicable performance conditions being satisfied and time pro-rating for Brian McArthur-Muscroft’s actual service during the performance period.
- The Remuneration Committee has exercised its discretion to allow “enhanced awards” over 64,210 shares granted in 2012 under the Company’s Long Term Incentive Plan 2012 to vest at the end of the performance period (April 2015), subject to the applicable performance conditions being satisfied and time pro-rating for Brian McArthur-Muscroft’s actual service during the performance period.
- Brian McArthur-Muscroft’s award over 36,951 shares granted in 2013 under the Company’s Long Term Incentive Plan 2012 will not be preserved and will lapse on his leaving date.
- All sums payable to Brian McArthur-Muscroft will be subject to such deductions in respect of tax and national insurance as the Company is required by law to make.
- Brian McArthur-Muscroft will continue to be covered by the Company’s D&O insurance and his Company indemnity in respect of third party liabilities will continue in force according to its terms.
- Subject to his obligations to any new employer, Brian McArthur-Muscroft will, for the 12 months following his departure, provide the Company with such ad hoc assistance in relation to matters with which he was involved during his employment as the Company reasonably requests taking account of the fact that any such assistance is unpaid.
For further information please contact:
TelecityGroup: Matthew Springett +44 (0)20 7005 6337
TelecityGroup: James Tyler +44 (0)20 7001 0076
Brunswick: Sarah West/ Aideen Lee +44 (0)20 7404 5959