Director/PDMR Dealings and Grant of Options

RNS Number : 1342N

Immotion Group PLC

28 January 2021

 

Immotion Group plc

("Immotion", the "Company" or the "Group")

Director/PDMR Dealings and Grant of Options

Immotion Group (AIM:IMMO) announces the following Director/PDMR dealings in the shares of the Company resulting from the distribution of shares in the Company held by M Capital Ventures Limited (in members' voluntary liquidation) acting by its Liquidator to its shareholders and the grant of share options by the Group as previously announced on 19 November 2020.

Samuel Higginson, the Group's Marketing Director and person closely associated with Martin Higginson (the Group's CEO) received 738,590 Ordinary Shares in respect of shares distributed by M Capital Ventures Limited (in members' voluntary liquidation) acting by its Liquidator. Following this distribution, Samuel Higginson's total holding is 17,694,330, representing 4.32% of the Group's issued share capital. Following this distribution, the Higginson family holding is 41,721,275, representing 10.19% of the Group's issued share capital.

David Marks, the Finance Director of the Group, received 25,083 Ordinary Shares in respect of shares distributed by M Capital Ventures Limited (in members' voluntary liquidation) acting by its Liquidator. Following this distribution, David Marks' total holding is 10,292,663 representing 2.51% of the Group's issued share capital.

Sir Robin Miller, a Non-Executive Chairman of the Group, received 34,976 Ordinary Shares in respect of shares distributed by M Capital Ventures Limited (in members' voluntary liquidation) acting by its Liquidator. Following this distribution, Sir Robin Miller's total holding is 385,000 representing 0.09% of the Group's issued share capital.

Additionally, as previously announced on 19 November 2020, in which the Company stated its intention to cancel the original options scheme and grant new options, the Company confirms that this has now been fully documented with deeds of surrender and grant entered into by Directors, PDMRs and its senior management team. The Company confirms options over a total of 55,981,867 new ordinary shares ("New Options") have been granted in the amounts set out in the announcement of 19 November 2020, as further disclosed below:

Name	Position Held	No. of options over Ordinary Shares granted	Total options held post-grant
Martin Higginson	Chief Executive Officer	16,130,369	16,130,369
David Marks	Group Finance Director	10,437,297	10,437,297
Rodney Findley	Group Commercial Director	10,437,297	10,437,297
Ian Hetherington	Chairman, Immotion Studios	7,590,762	7,590,762
Daniel Wortley	Group Head of Finance	3,795,380	3,795,380
Arek Antoniak	Director of Operations	2,846,536	2,846,536
Other senior management		4,744,226	4,744,226
		55,981,867	55,981,867

The New Options have been granted pursuant to the Company's Share Option Scheme and have an exercise price of 2.5 pence per Ordinary Share.

One-third of Rod Findley's New Options (equating to 3,479,099 New Options) will vest and be capable of exercise 12 months* from the issue date in recognition of his achievement in growing the Partner business.

The remainder of the New Options will vest and be capable of exercise as follows, based on the attainment of share price hurdles as follows (in each case for not less than 20 consecutive days):

Tranche	Proportion of New Options in Tranche	Vesting Criteria
1	33.33%	The later of: (i)  12 months from the issue date*; and (ii)  The 20 th  consecutive day whereby the volume-weighted average price ("VWAP") of the Company's shares is 5 pence or greater
2	33.33%	The later of: (i)  12 months from the issue date*; and (ii)  The 20 th  consecutive day whereby the VWAP of the Company's shares is 7.5 pence or greater
3	33.33%	The later of: (i)  12 months from the issue date*; and (ii)  The 20 th  consecutive day whereby the VWAP of the Company's shares is 10 pence or greater

*None of the New Options are exercisable within the first 12 months from the date of issue except in the case of a change of control of the Company.

The Company has a total of 56,929,200 options in issue over Ordinary Shares, representing approximately 13.9 per cent. of the Company's current issued share capital.

As previously explained in the announcement of 19 November 2020 referred to above, in the event that the exercise of options would result in any individual or concert party holding more than 30 per cent of the Company, shareholders will be asked to approve a whitewash, as defined under rule 9 of The Takeover Code. In the absence of this, or unless it was agreed that any such exercised shares would be sold immediately, the Company will not allow the issue of shares relating to the exercise of options that would result in the concert party exceeding 30 per cent.

Further details and the information required in accordance with the requirements of the Market Abuse (Amendment) (EU exit) Regulations 2019/310 are set out at the end of this announcement.

Enquiries:

 For further information please visit    www.immotion.co.uk   , or contact: 

Immotion Group	Martin Higginson David Marks	Tel + 44 (0) 207 220 1666
WH Ireland Limited (Nomad and Joint Broker)	Adrian Hadden  Darshan Patel Matthew Chan	Tel + 44 (0) 207 220 1666
Alvarium Capital Partners (Joint Broker)	Alex Davies	Tel: [phone]

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	PDMRs: Martin Higginson Chief Executive Officer David Marks Group Finance Director Rod Findley Group Commercial Director Daniel Wortley Group Head of Finance Ian Hetherington Chairman, Immotion Studios Arek Antoniak Director of Operations
2	Reason for the notification
a)	Position/status	See 1a) above
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Immotion Group Plc
b)	LEI	894500TW3TTWSJ7DYP93
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, type of instrument Identification code	Options over ordinary shares of £0.00040108663 each in Immotion Group Plc Identification code (ISIN) for Immotion Group Plc ordinary shares: GB00BD5JRP64
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Name Price(s) Volume(s) Martin Higginson 2.5p 16,130,369 David Marks 2.5p 10,437,297 Rod Findley 2.5p 10,437,297 Ian Hetherington 2.5p 7,590,762 Daniel Wortley 2.5p 3,795,380 Arek Antoniak 2.5p 2,846,536
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transactions	New Options put in place as of 19 November 2020
f)	Place of the transaction	Outside a trading venue

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	PDMRs: Samuel Higginson Group Marketing Director David Marks Group Finance Director Sir Robin Miller Non-Executive Chairman
2	Reason for the notification
a)	Position/status	See 1a) above
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Immotion Group Plc
b)	LEI	894500TW3TTWSJ7DYP93
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, type of instrument Identification code	Ordinary shares of £0.00040108663 each in Immotion Group Plc Identification code (ISIN) for Immotion Group Plc ordinary shares: GB00BD5JRP64
b)	Nature of the transaction	Distribution of shares in the Company held by M Capital Ventures Limited to its shareholders
c)	Price(s) and volume(s)	Name Price(s) Volume(s) Samuel Higginson N/A 738,590 David Marks N/A 25,083 Sir Robin Miller N/A 34,976
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transactions	7 December 2020
f)	Place of the transaction	Outside a trading venue

 

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