This is a press release by Intertrust N.V. (“Intertrust” or the “Company”) pursuant to the provisions of Section 6, paragraph 2 and Section 13, paragraph 1 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree”) in connection with the recommended public offer (the “Offer”) by CSC (Netherlands) Holdings B.V. for all the issued and outstanding ordinary shares in the capital of Intertrust. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Intertrust. Any offer will be made only by means of an offer memorandum approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
Intertrust grants awards to directors and employees under the 2022 award plans
Amsterdam, the Netherlands – 1 April 2022 – Intertrust N.V. (“Intertrust” or “Company”) [Euronext: INTER], a global leader in providing tech-enabled corporate and fund solutions to clients operating and investing in international business, today, pursuant to the Dutch public offer rules, announces it grants long-term incentive awards to its directors and employees under the 2022 award plans.
As part of its Share Deferral Plan (SDP) and Performance Share Plan (PSP) 2022 (together the “2022 award plans”), Intertrust grants, for no consideration, 342,744 conditional rights to Intertrust shares (“awards”) to a total of 315 of its directors and employees that will vest in 2023, 2024 and 2025, subject to employment at vesting date. The nominal value of each Intertrust share amounts to EUR 0.60.
The awards granted under the PSP 2022 vest after three years, subject to the achievement of set performance criteria as further detailed in the remuneration policy for the Management Board. One exception thereto is the two-year holding period after vesting for Members of the Management Board which does not apply for members of the Executive Committee. As part of the PSP 2022, Intertrust grants the following awards to members of its Management Board and Executive Committee:
|Rogier van Wijk||17,184|
Furthermore, as a result of the vesting of awards granted in previous years, today Intertrust will transfer a total of 324,590 treasury shares, for no consideration, to a total of 399 Intertrust’s (former) directors and employees, including members of the Management Board and Executive Committee. The holdings of members of Intertrust’s Management Board after granting the new awards and vesting of existing awards can be found in the table below:
|Name||Ordinary shares2||Conditional shares|
|Rogier van Wijk||12,539||65,279|
On the date hereof, the total number of issued and outstanding shares is 90,556,352, of which 204,223 shares are held as treasury shares.
The awards granted to directors and employees as part of the 2022 award plans do not influence CSC’s recommended all-cash public offer to acquire all issued and outstanding ordinary shares of Intertrust N.V for EUR 20.00 (cum dividend) per share.
1 Includes awards granted under SDP and PSP 2022
2 Includes shares purchased individually, shares granted under
various performance plans and consideration shares following
acquisition of Viteos