Directors’ Report
5.3 Equity Interests and Changes
5.3.1 ESP Plan and financial assistance under the ESP Plan
The ESP Plan was originally established to assist the recruitment of the senior management team (and employees) at the inception of ClearView in its current form. It should be noted that the ESP has not been active since 2017 while some executives still hold shares from that plan. A description of the ESP structure is set out below: Purpose The Executive Share Plan ( ESP ) was originally established to assist in the recruitment of the senior management team and employees (at the inception of ClearView in its current form). Participation in the ESP showed ClearView’s recognition of the employees’ contribution, by providing an opportunity to share in the future growth and profitability of ClearView. The ESP was set up in the context of the ‘start up phase’ and the nature of the ClearView business at the time when the scope and the timing of any future success of the business was still unknown and uncertain.
Offers
No shares have been issued under the ESP since 14 June 2017 and ClearView does not intend to issue equity in the future under this plan. The Company has provided financial assistance to Eligible Employees for the purposes of subscribing for Shares under the ESP. The financial assistance is a non-recourse loan equal to the purchase value of the Shares and is repayable in accordance with the terms of the accompanying Invitation. As all the ESP shares have vested, in June 2024 the Board has approved granting an extension to the loan term of all Employee Participants who remain employees at the expiration of their loan term for a period until 14 months after a Change in Control of the Company (as defined in the ESP Rules). The shares granted under the ESP to participants are subject to a holding lock restricting the holder from dealing with the shares until after the ESP Loan is fully repaid or unless otherwise provided under the Invitation (such as to dispose of the shares and utilise the proceeds to repay the remainder of the ESP Loan).
Financial Assistance
Holding Lock
The financial assistance provided under the ESP are non recourse loans. Under AASB2, these non recourse loans and the related ESP shares are treated as options. The following table outlines the fair values, vesting conditions and expiry dates for the ESP shares issued to KMP or their related entities as at the date of this report.
Fair value at grant date (pre- modification 1 )
Fair value at grant date (post- modification 1 )
Exercise price per share ($)
Aggregate value at grant date ($)
Vesting conditions
Share series Series 7 1,2 Series 26 4 Series 16 1,3 Series 43 Series 44 Series 45
Expiry date 5
A Chiert
0.07 0.29 0.10 0.20 0.23 0.27
0.10 0.49
98,057 Vested End of loan term 289,798 Vested End of loan term
n/a 0.13 n/a n/a n/a
0.57
C Blaxland- Walker
0.50 127,366 Vested End of loan term
1.01 1.01 1.01
16,718 Vested End of loan term 19,372 Vested End of loan term 21,883 Vested End of loan term
1 On the 14th February 2013, the Board approved a change to the rules of the ESP which changed the interest rate charged on the financial assistance granted to the ESP Participants from the RBA official cash rate plus 25 basis points to zero percent. This resulted in changes to the inputs of the option pricing model which had an impact on the fair value of the option at the date of the change. 2 Change of control provision was triggered on 23 October 2009 by Guiness Peat Group ( GPG ) increasing its shareholding above 50%. As a result, the vesting conditions for employees that were issued shares prior to the date of change of control were accelerated. 3 Change of control provision was triggered on 26 September 2012 by CCP Bidco obtaining a shareholding above 50%. 4 In June 2024, the Board exercised its discretion under the ESP Plan Rules to ensure the consistency between participants and given the timeframe that the ESP shares have been on issue. This resulted in the amendment of the conditions attached to the remaining unvested ESP shares (as they were subject to the ‘Change in Control’ vesting criteria), such that the Board approved the immediate vesting in June 2024. 5 The Board approved granting an extension of the loan term to expire 14 months after a change of control in the Company. A change of control is defined as Crescent Capital Partners and its associates holding less than 20% of ClearView Wealth Limited’s voting shares.
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ClearView Annual Report 2024
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