COVID Option Exercises and EBT Holdings in Company

RNS Number : 0276V

finnCap Group PLC

08 December 2021

 

8 December 2021

finnCap Group plc
(the "Company" and, together with its subsidiaries, the "Group")

COVID Option Exercises and EBT Holdings in Company

In its interim results released on 18 November 2021, the Company announced its intention to make an offer to staff members holding options granted in connection with the salary sacrifice arrangements in April 2020 (known as the "COVID Options") in order to facilitate exercise and arrange for settlement of related tax where applicable using the finnCap Group Employee Benefit Trust ("EBT") to reduce the dilutive impact of such exercises.

Following the interim results, the offer was made and the Company today confirms that COVID Options over 4,616,318 ordinary shares ("shares") at an exercise price of £0.01 a share were exercised as part of the offer (representing c.95% of all such exerciseable options).  These options are being satisfied using existing shares held by the EBT.  Of these, 4,221,818 shares were transferred by the EBT to staff yesterday, and the remainder are expected to be transferred by the EBT to staff within the next week.

Staff elected to sell, and the EBT has purchased, 2,444,405 of these shares at a price of £0.345 per share (being the closing mid-price on 6 December 2021) in order to satisfy the exercise price and their tax liability arising on exercise.  The Group has lent the EBT c.£845k in order to fund these share purchases.   Staff who elected to sell shares to the EBT agreed that their remaining shares (1,777,413 shares in total) would be subject to a 12 month lock-in.

Further details on the transfers are included in the notifications below.  

Following the exercises referred to above, COVID Options over 225,500 shares remain outstanding.

There is no change in the total voting rights of the Company as a result of the above transactions.

For information, please contact:

finnCap Group plc    Tel: [phone]

Sam Smith, Chief Executive Officer    [e-mail]

Richard Snow, Chief Financial Officer

Grant Thornton (Nominated Adviser)  Tel: [phone]

Philip Secrett/Samantha Harrison/George Grainger

Oberon Capital (Joint broker)       Tel: [phone]

Mike Seabrook

finnCap Ltd (Joint Broker)     Tel: [phone]

Rhys Williams / Tim Redfern

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			finnCap Group plc
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name			Ogier Global Trustee (Jersey) Limited as Trustee of The FinnCap Group Employee Benefit Trust
City and country of registered office (if applicable)			St Helier, Jersey
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi :			7 December 2021
6. Date on which issuer notified (DD/MM/YYYY):			07/12/21
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached	5.13%			5.13%	9,115,689
Position of previous notification (if applicable)	7.24%	0		7.24%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (DTR5.1)		Indirect  (DTR5.2.1)			Direct (DTR5.1)		Indirect (DTR5.2.1)
Ordinary		9,115,689					5.13%
SUBTOTAL 8. A
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash Settlement xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii				X
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information xvi

Place of completion	St Helier, Jersey
Date of completion	7 December 2021

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			finnCap Group plc
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name			Ogier Global Trustee (Jersey) Limited as Trustee of The FinnCap Group Employee Benefit Trust
City and country of registered office (if applicable)			St Helier, Jersey
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi :			7 December 2021
6. Date on which issuer notified (DD/MM/YYYY):			07/12/21
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached	6.50%			6.50%	11,560,094
Position of previous notification (if applicable)	5.13%	0		5.13%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (DTR5.1)		Indirect  (DTR5.2.1)			Direct (DTR5.1)		Indirect (DTR5.2.1)
Ordinary		11,560,094					6.50%
SUBTOTAL 8. A
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash Settlement xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii				X
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information xvi

Place of completion	St Helier, Jersey
Date of completion	7 December 2021

 

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