Adoption and Grant of LTIP Options

RNS Number : 4179W

Bidstack Group PLC

22 December 2021

 

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.

22 December 2021

Bidstack Group Plc

("Bidstack" or the "Company")

Adoption of Long Term Incentive Plan

Grant of LTIP Options

Further to its announcement on 27 July 2021, Bidstack Group plc (AIM: BIDS), the native in-game advertising group, announces that, as set out in the Circular published by the Company on 2 July 2021, it has adopted a new Long Term Incentive Plan ("LTIP") on 21 December 2021 and, on the recommendation of the Remuneration Committee, has made an aggregate of 91,000,000 LTIP awards, including the awards detailed below to James Draper, Francesco Petruzzelli, Lisa Hau and Lewis Sherlock (the "Executives").  In addition, the Company has made awards of a further 6,000,000 EMI share options to certain employees and 12,600,000 unapproved options to Donald Stewart, its Chairman, Bryan Neider, Non-executive Director and Glen Calvert, Non-executive Director and to certain members of the Advisory Committee.

For the purposes of the new LTIP awards to the Executives and others, the awards have been made in two categories, each subject to different performance criteria.

For the first set of LTIP awards ("First Awards") the Remuneration Committee considered that the most appropriate performance target for the Company at this stage in its development is revenue. The vesting schedule below highlights the details for the achievement of the awards.

Revenue % on target	Vesting Schedule % vesting
90 and above	100
Between 75 and 90	50 - 100 (straight line basis between points)
75	50
Below 75	0

These LTIP awards also include an operating cost element which, if achieved, can increase the amount of vesting by 10%, in the event the revenue target is missed. Any awards not vesting from Year 1 will be rolled into the Year 2 award.

The second set of LTIP awards ("Second Awards") were intended to create circumstances which ought to lead to exceptional returns for the Company and its shareholders.  The Remuneration Committee considered that EBITDA - Earnings Before Interest, Tax, Depreciation and Amortisation was an appropriately more challenging performance condition for the Company at this stage. The vesting schedule below highlights the details for the achievement of the second set of LTIP awards.

EBITDA % on target	Vesting Schedule % vesting
100 or above	100
95 and above	75
90 and above	50
Below 90	0

The LTIP awards to each of the Executives in each set of awards will vest over a three year period. All of the LTIP awards, when vested, will be exercisable on payment of nominal value only.

The First Awards have been made to the Executives as follows:

Name	2022	2023	2024	Total
James Draper	6,000,000	6,000,000	6,000,000	18,000,000
Francesco Petruzzelli	6,000,000	6,000,000	6,000,000	18,000,000
Lisa Hau	1,000,000	1,000,000	1,000,000	3,000,000
Lewis Sherlock	2,000,000	2,000,000	2,000,000	6,000,000

The Second Awards have been made as follows:

Name	2022	2023	2024	Total
James Draper	6,000,000	6,000,000	6,000,000	18,000,000
Francesco Petruzzelli	6,000,000	6,000,000	6,000,000	18,000,000
Lisa Hau	1,000,000	1,000,000	1,000,000	3,000,000

The relevant targets will be set by the Remuneration Committee based on the consensus of market expectations.

Notwithstanding the above performance criteria, all of the LTIP awards will vest in the event of a change of control of the Company.

In aggregate the LTIP awards represent 9.77% of the current issued share capital of the Company.

In addition to the above the Company has awarded 6,000,000 new EMI options to certain employees granted under the terms of the Bidstack Group Plc EMI Share Option Scheme 2018 ("EMI Options"), 7,000,000 unapproved share options   to certain Directors and 5,600,000 unapproved share options to certain members of the Advisory Committee granted under the terms of the Bidstack Group Plc Unapproved Share Option Scheme 2018 ("Unapproved Options").  The unapproved options granted to the Directors are as follows:

Name	Number of Options
Donald Stewart	3,000,000
Bryan Neider	2,000,000
Glen Calvert	2,000,000

These new EMI Options and Unapproved Options together represent 1.99% of the current issued share capital of the Company.

Each of these new EMI Options and Unapproved Options will be exercisable at a price of 3.6 pence per share (being the mid-market closing price on 21 December 2021).  All of the new EMI Options and Unapproved Options granted to Directors will be exercisable three years after the date of grant, save in usual circumstances including the Company being the subject of a takeover offer, and all of the new options will expire ten years after the date of grant. The Unapproved Options granted to certain advisers are subject to specific performance criteria.

The Company announces the following PDMR dealings in accordance with Article 19 of the Market Abuse Regulation:

FORM FOR NOTIFYING DEALINGS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	James Draper
2.	Reason for the notification
a)	Position/status	Chief Executive
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Bidstack Group Plc
b)	LEI	213800Q47UWF61LMRR02
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 0.5 pence each
b)	Identification code	GB00BZ7M6059
c)	Nature of the transactions	Grant of Options
d)	Price(s) and volume(s)	Exercise price: 0.5 pence Volume: 18,000,000 First LTIP awards 18,000,000 Second LTIP awards
e)	Aggregated information -  Aggregated volume -  Price	36,000,000 LTIP awards Exercise price: 0.5 pence
f)	Date of the transactions	21 December 2021
g)	Place of the transactions	Off market

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Francesco Petruzelli
2.	Reason for the notification
a)	Position/status	Chief Technology Officer
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Bidstack Group Plc
b)	LEI	213800Q47UWF61LMRR02
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 0.5 pence each
b)	Identification code	GB00BZ7M6059
c)	Nature of the transactions	Grant of Options
d)	Price(s) and volume(s)	Exercise price: 0.5 pence Volume: 18,000,000 First LTIP awards 18,000,000 Second LTIP awards
e)	Aggregated information -  Aggregated volume -  Price	36,000,000 LTIP awards Exercise price: 0.5 pence
f)	Date of the transactions	21 December 2021
g)	Place of the transactions	Off market

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Lisa Hau
2.	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Bidstack Group Plc
b)	LEI	213800Q47UWF61LMRR02
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 0.5 pence each
b)	Identification code	GB00BZ7M6059
c)	Nature of the transactions	Grant of Options
d)	Price(s) and volume(s)	Exercise price: 0.5 pence Volume: 3,000,000 First LTIP awards 3,000,000 Second LTIP awards
e)	Aggregated information -  Aggregated volume -  Price	6,000,000 LTIP awards Exercise price: 0.5 pence
f)	Date of the transactions	21 December 2021
g)	Place of the transactions	Off market

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Lewis Sherlock
2.	Reason for the notification
a)	Position/status	SVP Programmatic
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Bidstack Group Plc
b)	LEI	213800Q47UWF61LMRR02
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 0.5 pence each
b)	Identification code	GB00BZ7M6059
c)	Nature of the transactions	Grant of Options
d)	Price(s) and volume(s)	Exercise price: 0.5 pence Volume: 6,000,000 First LTIP awards
e)	Aggregated information -  Aggregated volume -  Price	As for d) above
f)	Date of the transactions	21 December 2021
g)	Place of the transactions	Off market

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Donald Stewart
2.	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Bidstack Group Plc
b)	LEI	213800Q47UWF61LMRR02
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 0.5 pence each
b)	Identification code	GB00BZ7M6059
c)	Nature of the transactions	Grant of Options
d)	Price(s) and volume(s)	Exercise price: 3.6 pence Volume: 3,000,000 options
e)	Aggregated information -  Aggregated volume -  Price	As for d) above
f)	Date of the transactions	21 December 2021
g)	Place of the transactions	Off market

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Bryan Neider
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	Bidstack Group Plc
b)	LEI	213800Q47UWF61LMRR02
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 0.5 pence each
b)	Identification code	GB00BZ7M6059
c)	Nature of the transactions	Grant of Options
d)	Price(s) and volume(s)	Exercise price: 3.6 pence Volume: 2,000,000 options
e)	Aggregated information -  Aggregated volume -  Price	As for d) above
f)	Date of the transactions	21 December 2021
g)	Place of the transactions	Off market

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Glen Calvert
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	Bidstack Group Plc
b)	LEI	213800Q47UWF61LMRR02
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 0.5 pence each
b)	Identification code	GB00BZ7M6059
c)	Nature of the transactions	Grant of Options
d)	Price(s) and volume(s)	Exercise price: 3.6 pence Volume: 2,000,000 options
e)	Aggregated information -  Aggregated volume -  Price	As for d) above
f)	Date of the transactions	21 December 2021
g)	Place of the transactions	Off market

- Ends -

Contacts:

Bidstack Group Plc James Draper, CEO	via Buchanan
SPARK Advisory Partners Limited (Nomad) Mark Brady / Neil Baldwin / James Keeshan	[phone]
Stifel Nicolaus Europe Limited (Joint Broker) Fred Walsh	[phone]
Buchanan Communications Limited Chris Lane / Stephanie Watson / Kim van Beeck [e-mail]	[phone]

Notes to editors

About Bidstack

Bidstack is an advertising technology company which provides dynamic, targeted and automated native in-game advertising for the global video games industry across multiple platforms. Its proprietary technology is capable of inserting advertisements within video games.  Bidstack's customers are games publishers and developers (on the supply side), and advertising agencies, brands and media-buying platforms (on the demand side).

 

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