Cancellation of Long Term Incentive Plan & Grant of Options
Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.
18 November 2024
Tap Global Group Plc
(“Tap Group” or the “Company”)
Cancellation of Long Term Incentive Plan
&
Grant of Options
Tap Global Group Plc (AQSE: TAP), the FinTech company bridging the gap between traditional finance and blockchain technology, announces the cancellation of the Company’s Long Term Incentive Plan (“LTIP”) and the grant of options to Directors of the Company.
Cancellation of LTIP
The revenue figure announced in the Trading Update on 15 November 2024 missed the 2024 financial year Milestone 1 LTIP performance hurdle that was set out in the Company’s Admission Document dated 16 December 2022 (the “Plan”), and therefore the Milestone 1 LTIP Options will not vest. Arsen Torosian, Group CEO, is the only remaining recipient of Milestone 2 LTIP Options, and he has relinquished his right these Milestone 2 LTIP Options, irrespective of whether the performance hurdle will be met. Accordingly, the Plan has been cancelled and none of the options pursuant to the Plan will be able to vest. As the options would have been exercisable at nominal share value, up to 69.5 million potentially dilutive instruments have been removed from the capital structure of the Company.
Grant of Options
In order to incentivise the current Directors to drive long-term growth reflected in Company valuation, 30,000,000 share options exercisable for up to 10 years at a price of 3.0p per ordinary share have been granted to Directors as set out below.
| Director | No. Options Granted |
| Arsen Torosian, Group CEO | 20,000,000 |
| John Taylor, Non-Executive Director | 10,000,000 |
The options will vest according to the schedule below:
| 25% | Six months after date of grant |
| 25% | On share price reaching a bid-price of 15p |
| 25% | On share price reaching a bid-price of 25p |
| 25% | On share price reaching a bid-price of 50p |
The vesting criteria requires the recipient to remain engaged by the Company at the time of vesting. Share price targets require the share price to close at or above each target for at least five days in a 20-day period.
It is the Board’s intention to consider granting further share options in due course to additional Tap Group staff.
Related Party Transaction
The grant of the above share options is a related party transaction as defined in the Aquis Growth Market Rulebook.
Having considered the vesting conditions attaching to the proposed share options, and having exercised reasonable care, skill and diligence, Peter Wall, the independent Director for the purpose of the share options grant, considers that the above proposed share options grant is fair and reasonable insofar as the shareholders of the Company are concerned.
The Directors of the Company accept responsibility for the contents of this announcement.
Enquiries:
| Tap Global Group Plc
| via Vigo Consulting |
| Peterhouse Capital Limited (Aquis Growth Market Corporate Advisor)
| +44 (0)20 7220 9795
|
| Tennyson Securities (Broker)
| +44 (0)20 7186 9030 |
| Vigo Consulting (Investor Relations) Ben Simons | +44 (0)20 7390 0230 |
About Tap Global Group Plc
Tap Global Group Plc (“Tap Group”) bridges the gap between traditional finance and blockchain technology. It offers over 350,000 individual and business customers an innovative and fully integrated fiat payments and cryptocurrency settlement service including access to several major cryptocurrency exchanges. Through the Tap app, customers can trade up to 48 cryptocurrencies and store them directly in their customer wallet, while benefiting from proprietary AI middleware for real-time best-execution and pricing.
Tap Group’s European business, Tap Global Limited, was the first cryptocurrency FinTech company to be approved by Mastercard in Europe. Through the Tap card, European users can convert their cryptocurrencies to fiat and spend at more than 37 million merchant locations worldwide.
Investor website: www.investor.tap.global
Tap Group’s operating subsidiaries
Tap Global Limited serves the European customer base and is registered in Gibraltar and licensed and regulated by the Gibraltar Financial Services Commission under the DLT with licence No. 25532.
Tap Americas LLC serves the US customer base and is a limited liability company organised under the laws of the state of Florida. Cryptocurrency services are provided by Zero Hash, a Chicago-based B2B2C crypto infrastructure platform.
Learn more: www.withtap.com
Follow us on social media:
LinkedIn: https://www.linkedin.com/company/tapglobal/
X (formerly Twitter): https://twitter.com/TapGlobalPlc
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Arsen Torosian |
| 2. | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification/Amendment | Initial Notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Tap Global Group Plc |
| b) | LEI | 213800BF6GRJEOAQNP31 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument | Ordinary Shares of 0.1 pence each |
| b) | Identification code | GB00BMVSDN09 |
| c) | Nature of the transactions | Grant of Options |
| d) | Price(s) and volume(s) | Exercise price: 3 pence Volume: 5,000,000 vesting on 15 May 2025 5,000,000 vesting on the bid price for the Company’s shares reaching at least 15p 5,000,000 vesting on the bid price for the Company’s shares reaching at least 25p 5,000,000 vesting on the bid price for the Company’s shares reaching at least 50p |
| e) | Aggregated information - Aggregated volume - Price |
Exercise price: 3 pence |
| f) | Date of the transactions | 18 November 2024 |
| g) | Place of the transactions | Off market |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | John Taylor |
| 2. | Reason for the notification | |
| a) | Position/status | Non-Executive Director |
| b) | Initial notification/Amendment | Initial Notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Tap Global Group Plc |
| b) | LEI | 213800BF6GRJEOAQNP31 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument | Ordinary Shares of 0.1 pence each |
| b) | Identification code | GB00BMVSDN09 |
| c) | Nature of the transactions | Grant of Options |
| d) | Price(s) and volume(s) | Exercise price: 3 pence Volume: 2,500,000 vesting on 15 May 2025 2,500,000 vesting on the bid price for the Company’s shares reaching at least 15p 2,500,000 vesting on the bid price for the Company’s shares reaching at least 25p 2,500,000 vesting on the bid price for the Company’s shares reaching at least 50p |
| e) | Aggregated information - Aggregated volume - Price |
Exercise price: 3 pence |
| f) | Date of the transactions | 18 November 2024 |
| g) | Place of the transactions | Off market |
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