Grant of Options and Changes to Option Terms

Everyman Media Group PLC

18 August 2023

 

18 August 2023

Everyman Media Group PLC

("Everyman" the "Company" or the "Group")

Grant of Options and Changes to Option Terms

Grant of Options

The Company notifies that, on 18 August 2023, it granted a total of 266,667 options over ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") to the following persons discharging managerial responsibilities:

Name	Position	Number of New Options Granted	Total Options Held
Adam Kaye	Executive Director	266,667	1,066,667

The new options granted to Mr. Kaye have an exercise price of 60.0p and can be exercised on or after 18 August 2024, subject to certain performance conditions being met.

Changes to Option Terms

On 8th April 2021, the Company announced that Alex Scrimgeour, Chief Executive Officer of Everyman, had been issued 2,000,000 A ordinary shares ("Growth Shares") in a subsidiary company, Everyman Media Holdings Ltd. The Growth Shares could be exchanged for new Ordinary Shares in the future, subject to meeting certain vesting conditions and share price performance criteria.

Subsequent to this, on 23rd January 2023, the Remuneration Committee of the Company resolved that the share price performance condition attached to the Growth Shares was no longer appropriate. The Company announced that, subject to vesting conditions and financial performance targets being met, the Growth Shares would entitle Mr. Scrimgeour to receive an amount equivalent to the market value of an Ordinary Share in the Company less 86.0p, being the closing share price of the Company on 20th January 2023.

The Remuneration Committee of the Company has resolved that, due to current equity market conditions, the terms of the Growth Shares should be amended so that Mr. Scrimgeour will now receive an amount equivalent to the market value of an Ordinary Share less 60.0p, being the closing share price of the Company on 17 August 2023. All other terms and conditions relation the Growth Shares remain unchanged.

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Will Worsdell, Finance Director of the Company, currently holds 297,948 options over Ordinary Shares. Of these options, 100,000 were issued on 5th May 2022 at an exercise price of 130p, and a further 100,000 were issued on 27th June 2022 at an exercise price of 111p. The vesting period for each grant was 3 years.

The Remuneration Committee of the Company has resolved that, due to current equity market conditions, both aforementioned grants will now have an exercise price of 60.0p, being the closing share price of the Company on 17 August 2023. In addition, both grants can only vest after 5th May 2026.

The terms and conditions pertaining to Mr. Worsdell' s remaining 97,948 options remain unchanged.

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Philip Jacobson, Non-Executive Chairman of the Company, currently holds 100,000 options over Ordinary Shares. These were granted on 29^th October 2013 at an exercise price of 83.0p, being the IPO price of the Company. Under the current option plan rules, options over Ordinary Shares expire after 10 years. The Remuneration Committee (excluding Mr. Jacobson) of the Company has resolved that the options will remain exercisable for a further 5 years, and therefore will now expire on 29^th October 2028.

All other terms and conditions pertaining to Mr. Jacobson's options remain unchanged.

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Charles Dorfman, Non-Executive Director of the Company, currently holds 50,000 options over Ordinary Shares. These were granted on 29^th October 2013 at an exercise price of 83.0p, being the IPO price of the Company. Under the current option plan rules, options over Ordinary Shares expire after 10 years. The Remuneration Committee (excluding Mr. Dorfman) of the Company has resolved that the options will remain exercisable for a further 5 years, and therefore will now expire on 29th October 2028.

All other terms and conditions pertaining to Mr. Dorfman's options remain unchanged.

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Michael Rosehill, Non-Executive Director of the Company, currently holds 50,000 options over Ordinary Shares. These were granted on 4^th November 2013 at an exercise price of 83.0p, being the IPO price of the Company. Under the current option plan rules, options over Ordinary Shares expire after 10 years. The Remuneration Committee (excluding Mr. Rosehill) of the Company has resolved that, due to current market conditions, the options will remain exercisable for a further 5 years, and therefore will now expire on 4^th November 2028.

All other terms and conditions pertaining to Mr. Rosehill's options remain unchanged.

For further information, please contact:

Everyman Media Group PLC	Tel   : [phone]
Alex Scrimgeour, Chief Executive
Will Worsdell, Finance Director
Canaccord Genuity Limited - (Nominated Adviser and Broker)	Tel   : [phone]
Bobbie Hilliam
Harry Pardoe
Alma (Financial PR Advisor)	Tel:    [phone]
Rebecca Sanders-Hewett David Ison
Joe Pederzolli

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Adam Kaye
2.	Reason for the notification	Grant of options over Ordinary Shares
a)	Position/status	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	Everyman Media Group plc
b)	LEI	213800XIF4R73HAM8S36
4.	Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument identification code  Identification code	Options over Ordinary Shares of 10 pence each in Everyman Media Group plc GB00BFH55S51
b)	Nature of the transaction	Grant of 266,667 options over Ordinary Shares.
c)	Price(s) and volume(s)	Price Volume(s) 60.0p 266,667
d)	Aggregated information -Aggregated volume - Price	Not applicable - single transaction
e)	Date of the transaction	18 August 2023
f)	Place of transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Alex Scrimgeour
2.	Reason for the notification	Amendment to terms of existing growth shares.
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	Everyman Media Group plc
b)	LEI	213800XIF4R73HAM8S36
4.	Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument identification code  Identification code	Growth shares which can be converted into Ordinary Shares of 10 pence each GB00BFH55S51
b)	Nature of the transaction	Amendment to terms of existing growth shares.
c)	Price(s) and volume(s)	Price Volume(s) 60.0p 2,000,000
d)	Aggregated information -Aggregated volume - Price	Not applicable - single transaction
e)	Date of the transaction	18 August 2023
f)	Place of transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Will Worsdell
2.	Reason for the notification	Amendment to terms of existing options.
a)	Position/status	Finance Director
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Everyman Media Group plc
b)	LEI	213800XIF4R73HAM8S36
4.	Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument identification code  Identification code	Options over Ordinary Shares of 10 pence each in Everyman Media Group plc GB00BFH55S51
b)	Nature of the transaction	Amendment to terms of existing options.
c)	Price(s) and volume(s)	Price Volume(s) 60.0p 100,000 60.0p 100,000
d)	Aggregated information -Aggregated volume - Price	Price Volume(s) 60.0p 100,000 60.0p 100,000
e)	Date of the transaction	18 August 2023
f)	Place of transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Philip Jacobson
2.	Reason for the notification	Amendment to terms of existing options.
a)	Position/status	Non-Executive Chairman
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Everyman Media Group plc
b)	LEI	213800XIF4R73HAM8S36
4.	Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument identification code  Identification code	Options over Ordinary Shares of 10 pence each in Everyman Media Group plc GB00BFH55S51
b)	Nature of the transaction	Amendment to terms of existing options.
c)	Price(s) and volume(s)	Price Volume(s) 83.0p 100,000
d)	Aggregated information -Aggregated volume - Price	Not applicable - single transaction
e)	Date of the transaction	18 August 2023
f)	Place of transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Charles Dorfman
2.	Reason for the notification	Amendment to terms of existing options.
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	Everyman Media Group plc
b)	LEI	213800XIF4R73HAM8S36
4.	Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument identification code  Identification code	Options over Ordinary Shares of 10 pence each in Everyman Media Group plc GB00BFH55S51
b)	Nature of the transaction	Amendment to terms of existing options.
c)	Price(s) and volume(s)	Price Volume(s) 83.0p 50,000
d)	Aggregated information -Aggregated volume - Price	Not applicable - single transaction
e)	Date of the transaction	18 August 2023
f)	Place of transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Michael Rosehill
2.	Reason for the notification	Amendment to terms of existing options.
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	Everyman Media Group plc
b)	LEI	213800XIF4R73HAM8S36
4.	Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument identification code  Identification code	Options over Ordinary Shares of 10 pence each in Everyman Media Group plc GB00BFH55S51
b)	Nature of the transaction	Amendment to terms of existing options.
c)	Price(s) and volume(s)	Price Volume(s) 83.0p 50,000
d)	Aggregated information -Aggregated volume - Price	Not applicable - single transaction
e)	Date of the transaction	18 August 2023
f)	Place of transaction	Outside a trading venue

 

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