Establishment of Long-Term Incentive Plan

Pulsar Group PLC

15 July 2024

 

Pulsar Group PLC

("Pulsar Group" or the "Group")

Establishment of Long-Term Incentive Plan 

and Directors' participation in the LTIP

Pulsar Group Plc (AIM: PULS), the technology innovator delivering Software-as-a-Service ("SaaS") solutions for the global marketing and communications industries, has put in place a new long term incentive plan (the "LTIP").

The LTIP is intended to assist with the retention and motivation of key employees of the Group with the aim of incentivising and rewarding exceptional levels of performance over a four-year period. The LTIP performance conditions, set out below, have been set to ensure that the participants in the LTIP will have the potential to be rewarded only if shareholders benefit from sustained growth in shareholder value over a four-year period.

The remuneration committee has granted Joanna Arnold, CEO, and Mark Fautley, FD, the following awards under the LTIP:

·      Joanna Arnold - Option to acquire up to 1,857,106 Ordinary Shares of 5 pence each in the capital of the Group ("Ordinary Shares") at an exercise price of 5 pence per share (that are capable of vesting in two tranches of 619,035 Ordinary Shares and one tranche of 619,036 Ordinary Shares for the three performance periods respectively); and

·      Mark Fautley - Option to acquire up to 1,160,691 Ordinary Shares at an exercise price of 5 pence per share (that are capable of vesting in three equal tranches of 386,897 Ordinary Shares for each performance period).

The details of the performance criteria for the awards for all the LTIP participants are set out below:

·      Participants have been granted an Option to acquire up to a certain number of Ordinary Shares.

·      Each Option will have a nominal cost "Option Price of 5 pence per share (being the price payable by the participant to acquire the Ordinary Shares on exercise of their Option).

·      A participant's ability to exercise their Option and acquire the Ordinary Shares will depend on the performance of the business to 30 November 2027.

·      Each Option will be subject to three performance periods running from adoption of the LTIP and the Ordinary Shares under each Option will be split into three tranches:

o  Performance period 1: to 30 November 2025

o  Performance period 2: to 30 November 2026

o  Performance period 3: to 30 November 2027

·      The number of Ordinary Shares capable of vesting in any performance period will depend on meeting ARR growth targets and total shareholder return targets (with a 50/50 allocation across these two performance conditions) as follows:

o  Average ARR Growth: lower target of 5% per annum and stretch target of 15% per annum over each performance period.

o  Total Shareholder Return: lower target of 10% per annum and stretch target of 30% per annum over each performance period.

·      If the lower target is met in respect of each condition, then 25% of the Ordinary Shares in the relevant Option Tranche will vest and if the stretch target is met then 100% of the Ordinary Shares in the relevant Option Tranche will vest. Vesting for performance outcomes between the lower target and the stretch target will be determined on a straight-line basis between 25% and 100%. If the lower target is not met in respect of both conditions, no Ordinary Shares in the relevant Option Tranche will vest.

·      The allocation of Ordinary Shares under the relevant Option Tranche will vest at the end of each performance period. The vested portion of each Option will be subject to a further one-year holding period following which Option holders will be permitted to exercise their Option (to the extent vested) and acquire the Ordinary Shares.

·      The maximum dilution resulting from the awards under the LTIP, assuming all performance criteria have been met, is 6.0% of the Group's current issued share capital equivalent to 7,617,359 Ordinary Shares.

For further information:

Pulsar Group PLC

Joanna Arnold (CEO) / Mark Fautley (CFO)                                                                          020 3426 4070

Cavendish Capital Markets (Nominated Adviser and Broker)                         

Corporate Finance - Marc Milmo / Fergus Sullivan                                                           020 7220 0500

ECM -  Sunila de Silva 

The Notification of Dealing Forms set out below is provided in accordance with the requirements of the EU Market Abuse Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Joanna Arnold
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:	Pulsar Group plc
b)	LEI:	213800PPZ4ZM8OMHGT41
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 5 pence each GB00BGQVB052
b)	Nature of the transaction:	Awards under LTIP
c)	Price(s) and volume(s):	Price(s) Volume(s) £0.05 1,857,106
d)	Aggregated information: · Aggregated volume: · Price:	N/A
e)	Date of the transaction:	12 July 2024
f)	Place of the transaction:	Outside of a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Mark Fautley
2.	Reason for the notification
a)	Position/status:	Chief Financial Officer
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Pulsar Group Plc
b)	LEI:	213800PPZ4ZM8OMHGT41
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 5 pence each GB00BGQVB052
b)	Nature of the transaction:	Awards under LTIP
c)	Price(s) and volume(s):	Price(s) Volume(s) £0.05 1,160,691
d)	Aggregated information: · Aggregated volume: · Price:	N/A
e)	Date of the transaction:	12 July 2024
f)	Place of the transaction:	Outside of a trading venue

 

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