Shareworks User Guide

  
Introduction
Getting started
System overview
FAQs
Glossary
  

System overview

3.0

Overview

3.1

Dashboard

3.2

Portfolio

3.2.1

Securities

3.2.2

Stock options and awards

3.3

Activities

3.4

Documents

  
  

3.0 Overview

  
  
The Shareworks platform comprises four main pages, each serving distinct purposes:

Dashboard
This is your landing page, providing an overview of your shareholding, upcoming tasks, summary, details of your shareholding by class, and information on any upcoming events.

Portfolio
Here you can access detailed information on individual share certificates and incentive shares, allowing you to manage your portfolio effectively.

Activity
This page displays any recent activity on your account related to shares vesting, ensuring transparency and easy tracking of share-related actions.

Documents
This section houses relevant documents associated with your shareholding, offering easy access to important information and resources.

These pages are designed to provide you with comprehensive insights and tools to manage your shareholding efficiently.
  
  

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3.1 Dashboard

  
  
Upon logging into Shareworks, you'll be directed to the Shareworks dashboard.

The dashboard provides a comprehensive overview of details relevant to your Howden shareholding. This includes: the value of any shares that you hold, including the target value of any D, E, F, or G shares held, upcoming events and tasks that have been allocated to you.
  
  
  1. Total portfolio value shows the value of all shares held by an employee
     
  2. HGH_PRIV is the code used for the Howden A share price, and shows the current share price as Fair Market Value
     
  3. Upcoming events will display any upcoming share vesting and the number of shares associated with that vesting
     
  4. Vested shares displays the value of any A shares held by the employee
     
  5. Unvested shares represent any shares held as part of in-flight incentive schemes
  
  

Accessing multiple shareholdings

  
  
Employees who possess shares in multiple arrangements, such as SIPPs, personal investment vehicles, or nominee arrangements, can access their additional shareholdings in these arrangements by clicking on the corresponding tile at the bottom of the dashboard.    
  
  
Note: Any secondary accounts require the employee's account to be activated first before they can be linked. The group aims to have your secondary and primary accounts linked within 14 days of your account activation. 

Employees holding shares in arrangements not legally owned by themselves, but by a permitted transferee (for instance, a civil partner or spouse), must obtain permission from the permitted transferee before linking the accounts. Where a permitted transferee account is linked, the connection provides two-way access. As a result, the permitted transferee will also be able to view the value of shares held by the employee. To request a Shareworks account-linking consent form for a permitted transferee account, please email shares@howdengrp.com.
  
  

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3.2 Portfolio

  
  
The portfolio tab provides a detailed view of your shareholding and is accessible from the navigation bar at the top of the platform, or alternatively, the portfolio can be accessed by selecting common or any category of unvested shares on your dashboard. Your portfolio displays the individual share certificates you own, to improve visibility over shares held. This view organises your shareholding by share class, showing the quantity and type of shares held, the current value, the purchase price, and for incentive shares, the target, or current values depending on class of incentive share.

The portfolio view comprises two tabs: the securities tab, which provides a breakdown of any A shares that are held, and the stock options and awards tab, which details information on any incentive shares that you hold.
  
  

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3.2.1 Securities

  
  
The securities tab displays the breakdown for any A Ordinary shares held by the employee. Securities can be accessed by selecting the securities header within portfolio.

The securities tab is split into two tables:
  1. Account summary – displays the active A share certificates held, including purchase price and current value.
  2. Cancelled security – displays any A share certificates that have been cancelled, for instance, if some or all of those A shares have been sold.
  
  

Account summary

  
  
Account summary displays the active A share certificates held by the employee. This is based on the event the shares were acquired in. 
  1. The suffix indicates whether there have been any sales, with -01 indicating the original certificate
  2. Number of A shares in that security
  3. Value paid to acquire shares
  4. The security date indicates when the security was acquired, or where a sale has occurred, the date of the last sale
  5. The prefix to your security number displays the type of shares you hold
  
  

Cancelled securities

  
  
Cancelled securities displays any certificates that have been sold. For any sale that takes place, the full balance of the certificate will be cancelled, and a new certificate created in the account summary tab which displays the residual number of shares held in this category, if any. The new security will include the same security number prefix, with the suffix number increased by 1 displaying the certificate version.
  
  

A share categorisation

  
  
Security number categories:
In the securities tables, each row represents a share certificate relating to each separate acquisition of A shares by the employee. The type of share held can be identified using the security number prefix. The security number categories include:
  • ISOXX, being A shares purchased during an ISO
  • VFYXX, being A shares acquired from the conversion of incentive shares in a specific year
  • VBFYXX, being A shares acquired from a D or G share equivalent award in a specific year
  • PRE14, being A shares acquired on or before 28 April 2015 - please note that these shares are shown in total, and for a breakdown of the shares you should contact shares@howdengrp.com
  • RKH, being A shares acquired in relation to the acquisition of RKH in 2015 - any A1 and/or A2 shares acquired are classed as A shares following the formal redesignation of these on 31 March 2021
  • APLAN, being A shares acquired in relation to the acquisition of A-Plan in 2021
  • ALARK, being A shares acquired in relation to the acquisition of Aston Lark in 2022
  • TRISK, being A shares acquired in relation to the acquisition of TigerRisk in 2023
  • M&A, being A shares acquired due to other acquisitions or the purchase of a minority interest
  • LSA, being A shares acquired in relation to a long service award
  • OTH, being A shares acquired from other events
Shares transferred between related parties will include RPT in the security number suffix, in addition to the above-mentioned security number categories.
  
  

Sale of shares

  
  
The A shares displayed in the account summary are live certificates, identifiable by their security number suffix. A security number suffix of -01 signifies the original certificate, while a suffix greater than one denotes a previous sale or transfer has occurred in relation to that A share certificate.

The original certificate for any active certificate with a suffix of -02 or higher can be located on the cancelled securities tab. The difference between two consecutive certificates of the same prefix is the number of shares sold in the sale event.

Where a shareholder has multiple types of A shares and has sold shares, the sale has been applied on a first in first out (FIFO) basis, unless it is a sale of specific shares, e.g. from a previous ISO or on conversion of incentive shares. The sale of shares may be treated on a different basis for tax purposes and you should consult local tax regulations. If you think a sale has been applied incorrectly, please contact shares@howdengrp.com. 

Note: A way of showing the value of the shares which were sold is being investigated.
  
  

Cost

  
  
The cost reflects the original acquisition cost of any remaining shares. The cost base applied to any vested shares reflects the value paid to acquire the original incentive shares, the subscription cost. For any rolled equity or shares acquired prior to 2014, please contact shares@howdengrp.com for a cost breakdown.

Note: The cost shown may not be the same as the cost base for taxes purposes. Please consult local tax regulations and any documentation you may have received on the acquisition of your shares to determine the tax base.
  
  

Additional Information

  
  
By clicking on the security number, employees can see additional information relating to the share certificate. By selecting view text in the stock legend row employees can see information relating to the type of share held, leaver rules and any provisions relating to shares. 
  • Select view text to see specific provisions relating to the share certificate
  
  
  
  

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3.2.2 Stock options and awards

  
  
Stock options and awards is a summary of any incentive shares that you hold. The view is split into three tabs.
  1. Transaction view – displays a summary of any incentive shares that have been granted and the status of those shares, whether vested or unvested.
  2. Current value – displays the value of any shares held.
  3. Account summary – displays the value of any shares held and vested amounts.
  
  

Transaction view

  
  
The transaction view includes all incentive shares that you currently hold. Tables within the transaction view are split into the various classes of incentive shares held, i.e. D, E, F or G shares.
  
  
  1. Grant number format indicates the type of share i.e. E9 refers to E9 E shares. The suffix refers to the certificate number
  2. Grant date shows the date you formally received shares
  3. The shares granted, vested and outstanding indicate the number of shares in each category

The shares granted is the number of shares you have subscribed to in each scheme. This number typically doesn’t change until the shares vest at the end of the scheme period, and will be the shares outstanding, or in issue. 

As incentive shares vest and convert to A or deferred shares in accordance with the articles on the same day, typically no shares are shown in shares vested, and rather, the resulting A shares are shown in the securities section. These shares will no longer appear in transaction view but will be available in the account summary.
Employees can click on the grant number to display details:
  1. Grant price will display as £0.00 for all incentive shares. To see your subscription cost refer to the current value table
  2. The expire / cancel date indicates when the securities data will be removed from the system. To view the shares' vesting date, refer to the vest date column, upcoming events on the dashboard, or the respective share notice
  
  

Current Value

  
  
The current value view displays the number and value of any active incentive shares held, the day they were granted, the price paid in pounds sterling and any amounts realised from the shareholding. 
  1. Total shares granted includes the full amount for any shares the employee has subscribed for
  2. Includes any amounts the employee has realised from the specific shareholding
  3. Shares unvested includes either the target value or current value of the employees shareholding 
  4. Performance conditions outline the key performance criteria associated with D, E and F shares, as per the Share Notice
Shares listed in the shares unvested column are typically shown at their target value – i.e. assuming that the performance criteria of the division and A share targets are reached in full. 

For E and F shares, the shares unvested column will reflect the higher of target value and the value at the current A share price, to ensure an accurate representation of the value of your shares. 

D and G shares are displayed at their target value in the shares unvested column. 

Note: The final value of D, E, F and G shares depend on divisional performance and/or A share performance, and may vary from the amounts shown in this table.

Once a share class has fully vested, they will no longer appear in current value.
  
  

Account summary

  
  
The account summary view displays the same data as current value but includes any incentive shares that have vested from 1 February 2023 onwards. Shares which converted prior to this date are recorded directly as A shares.

The shares vested section shows the value of the incentive shares on vesting as realised value. This is the value of the A shares which were issued to you on vesting. 

The number of shares that did not vest, due to performance conditions not being reached, and were converted to deferred shares are shown as shares forfeited.
  • Shares forfeited includes the number of shares that did not vest, due to performance targets not being met, or shares that have been surrendered
  
  

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3.3 Activities

  
  
The activity tab displays any exercise events, being events where incentive shares vest and convert into A ordinary shares or deferred shares, that have taken place. The data displayed in this tab shows the conversion of unvested D or E shares into vested D or E shares.
  • Received shares refer to the vesting of shares from unvested and will always display as 1:1

By clicking on exercise you’ll be given a certificate indicating the number of shares and the fair market value (FMV) at which the shares converted. Multiplying the number of shares by the FMV will give the total value of your converted award.
  1. Number of incentive shares that vested following the assessment of the scheme's performance vesting
  2. FMV of each share at the time they are exercised / converted
 
  
  

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3.4 Documents

  
  
The documents tab displays documents related to your shareholding which can be selected to display a copy of the original file.

Documents Included
  • Company documents: including the Articles of Association and Shareholders’ Agreement that govern the ownership of HGH Shares
  • A share price history
  • Deed of Adherence to the Shareholders’ Agreement: your agreement to be bound by the terms of the Shareholders’ Agreement
  • Loan agreements
  • Share notices for any incentive share classes which you hold
  • ISO Circulars & FAQs: the rules governing ISOs. Any future ISO rules will be added to this section
  • Financial statements for Howden Group Holdings Limited