RNS – Amendment to LTIP

Intercede Group plc

(“Intercede” or the “Company”)

Amendment to LTIP

Following the successful early retirement of the Company’s Loan Notes announced on 4 and 16 February 2021, Intercede’s Remuneration Committee has determined the following amendments to the existing Intercede Group plc Long Term Incentive Plan (the “LTIP”), as previously announced on 22 October 2018:

Revised Performance Criteria

• Tranche 1 has been achieved (previously subject to the achievement of an average share price of 69p for a period of 30 consecutive trading days up to and ending 19 October 2021); and
• Tranches 2 and 3 will now be triggered subject to the achievement of an average share price of 69p and 119p respectively for a period of 30 consecutive trading days up to and ending 19 October 2021 (previously 119p and 169p respectively).

Dependent on the Performance Criteria above being achieved, the number of Options that will vest and become exercisable at an exercise price of 27p (being the closing mid-market price of an Ordinary Share on 18 October 2018, when the LTIP was implemented) from 19 October 2021 to 18 October 2028 is as follows:

Director	Tranche 1	Tranche 2	Tranche 3
Klaas van der Leest	500,000 Options	250,000 Options	250,000 Options
Andrew Walker	350,000 Options	150,000 Options	150,000 Options

Chuck Pol, Remuneration Committee Chairman, said:

“The LTIP was put in place following the appointment of Klaas van der Leest on 10 April 2018 to incentivise the management team to deliver a performance that would enable the Company to address its Convertible Loan Notes totalling £5.0m when they matured on 29 December 2021.

The successful execution of a turnaround plan has enabled Intercede to return to profit and to increase gross cash balances from £2.3m as at 31 March 2018 to £8.1m as at 30 September 2020 during a time when trading conditions have not been favourable.

The Remuneration Committee considers the early retirement of the Loan Notes to represent a significant achievement, particularly given that 12 out of 13 loan note holders elected to convert their Loan Notes into shares.”

ENQUIRIES

Intercede Group plc	Tel.      +44 (0)1455 558111
Klaas van der Leest, Chief Executive Andrew Walker, Finance Director
finnCap	Tel.      + 44 (0)20 7220 0500
Stuart Andrews / Simon Hicks, Corporate Finance
Tim Redfern / Charlotte Sutcliffe, ECM

About Intercede

Intercede is a cybersecurity company specialising in digital identities, credential management and secure mobility.

Headquartered in the UK, with offices in the US, we believe in a connected world in which people and technology are free to exchange information securely, and complex insecure passwords become a thing of the past.

Our vision is to make the highest levels of cybersecurity available to all organisations, solving complexity issues by simplifying the management of digital credentials, securely and at scale.

We have been delivering trusted solutions to high profile customers for over 20 years. Our team of experts has deployed millions of identities to governments, most of the largest aerospace and defence corporations, and major financial services and healthcare organizations, as well as leading telecommunications, cloud services and information technology firms, providing industry-leading employee and customer credential management systems.

For more information visit: www.intercede.com

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”), and is disclosed in accordance with the company’s obligations under Article 17 of MAR.