Share Awards and exercise of Options

RNS Number : 6515H

CentralNic Group PLC

02 August 2019

 

2 August 2019

CentralNic Group plc

("CentralNic" or the "Company")

(AIM: CNIC)

Share Awards and exercise of Options

CentralNic announces that on 1 August 2019 it has made awards over ordinary shares of £0.001 each ("Ordinary Shares") under the CentralNic Group plc Long Term Incentive Plan and the CentralNic Group plc Share Option Plan (the "LTIP" and "SOP" and together, the "Plans") to Group employees including persons discharging managerial responsibilities ("PDMRs") of CentralNic ("Awards").

CentralNic has had an extended period of corporate activity over the past 24 months, which has prevented the Company from granting Awards under the Plans in its usual annual cycle of employee share incentives. The following Awards are now being granted in order to regularise the position in relation to Awards previously agreed in principle by the Remuneration Committee, subject to the Company coming out of a close period.

Grant of Awards

PDMR	Type of Award	Number of Ordinary Shares subject to Award	Exercise Price
Ben Crawford	LTIP Award	2,500,000	Nil
Don Baladasan	LTIP Award	2,000,000	Nil
Stuart Fuller	LTIP Award	500,000	47p
Michael Riedl	LTIP Award	145,833	Nil

The LTIP Awards granted to Ben Crawford and Don Baladasan are subject to stretching performance targets for the share price. Subject to achievement of these targets and their remaining in employment with CentralNic, the LTIP Awards will vest three years from the date of acquisition of KeyDrive S.A. i.e. 16 July 2021. The LTIP Award granted to Ben Crawford was previously disclosed in the Admission Document dated 16 July 2018.

The LTIP Award granted to Stuart Fuller will vest on 27 February 2020, three years from the date of his recruitment as Group Commercial Director and subject to his continued employment.

The Awards granted to the remaining PDMR in the table above and to certain other employees were granted as nil-cost options under the terms of the LTIP and/or the SOP (as relevant) over a total of 1,893,276 Ordinary Shares. The Awards under the LTIP and SOP vest subject to the continued employment of the Award holder.

The table below summarising the total number of Ordinary Shares under options held by the Directors as at the date of this announcement:

Director	Number of Ordinary Share subject to options	Vesting date	Exercise price per Ordinary Share
Ben Crawford	1,316,000	1 September 2016	£0.10
Ben Crawford	850,000	1 September 2016	£0.57*
Ben Crawford	2,500,000	16 July 2021	Nil
Don Baladasan	2,000,000	16 July 2021	Nil
Thomas Rickert	88,000	2 September 2016	£0.57
Thomas Rickert	350,000	3 February 2019	£0.40
Tom Pridmore	88,000	2 September 2016	£0.57
Tom Pridmore	350,000	3 February 2019	£0.40
Mike Turner	750,000	15 September 2018	£0.40
Iain McDonald	350,000	26 October 2018	£0.40
Michael Riedl	145,833	1 January 2022	Nil

* Note that 850,000 options granted to Ben Crawford at the time of listing of the Company were previously announced to be cancelled at the time of this grant. The Company has agreed to allow Ben Crawford to retain those options in partial recognition of his performance in leading the Company over the 12 months since the KeyDrive acquisition.

A total number of 11,869,412 Ordinary Shares are held under options granted to all employees and Directors of the CentralNic group.

Issue of Ordinary Shares

CentralNic further announces that it has issued and allotted 3,655,698 Ordinary Shares to satisfy:

1)    the exercise by certain employees of share options previously granted by the Company ("Options"), including to the following PDMRs:

PDMR	Number of Ordinary Shares acquired on exercise of Options	Date of grant of Option
Don Baladasan	52,083	1 June 2013
Don Baladasan	384,615	1 August 2019

The second Option being exercised by Don Baladasan relates his option award which was previously disclosed in the Admission Document in respect of the successful completion of the acquisition of KeyDrive.

2)    2,388,000 Ordinary Shares in connection with awards previously made in order to satisfy these Awards and which will be held jointly by the participant and RBC Cees Trustee Limited ("RBC") the trustee of the CentralNic Employee Benefit Trust ("EBT"). All dividend and voting rights attaching to these Ordinary Shares are waived whilst unvested.

PDMR	Date of grant of original Option	Number of Ordinary Shares subject to Options
Don Baladasan	1 August 2019	1,600,000
Tom Pridmore	14 October 2013	88,000
Tom Pridmore	5 February 2016	350,000
Iain McDonald	5 February 2016	350,000

Purchase of Shares by EBT

Following the exercise of the Options noted above by certain employees, the EBT has purchased the resulting Ordinary Shares at a price of £0.59 per Ordinary Share from the Option holders.

By making these purchases of Ordinary Shares, the EBT has reduced the potential requirement for the Company to issue new Ordinary Shares in order to satisfy the potential future exercise of Options held by employees of the Company under its employee share schemes.

Application has been made to the London Stock Exchange for the admission of the Ordinary Shares which are expected to be admitted to trading on 8 August 2019. Following the admission, the Company will have 181,793,478 Ordinary Shares in issue.

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	Ben Crawford
2	Reason for the notification
a)	Position/status	CEO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	CentralNic Group plc
b)	LEI	213800M4IINBWMXEKV82
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 £0.001 GB00BCCW4X83
b)	Nature of the transaction	Grant of a nil-cost option under the LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) 0p 2,500,000
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	1 August 2019
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Don Baladasan
2	Reason for the notification
a)	Position/status	Group Managing Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	CentralNic Group plc
b)	LEI	213800M4IINBWMXEKV82
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 £0.001 GB00BCCW4X83
b)	Nature of the transaction	Issue of a nil-cost award under the LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) 0p 2,000,000
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	1 August 2019
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Michael Riedl
2	Reason for the notification
a)	Position/status	CFO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	CentralNic Group plc
b)	LEI	213800M4IINBWMXEKV82
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 £0.001 GB00BCCW4X83
b)	Nature of the transaction	Grant of a nil-cost option under the LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) 0p 145,833
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	1 August 2019
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Don Baladasan
2	Reason for the notification
a)	Position/status	Group Managing Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	CentralNic Group plc
b)	LEI	213800M4IINBWMXEKV82
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 £0.001 GB00BCCW4X83
b)	Nature of the transaction	Exercise of share options
c)	Price(s) and volume(s)	Price(s) Volume(s) 10p per ordinary share 52,083 op 384,615
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	1 August 2019
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Tom Pridmore
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	CentralNic Group plc
b)	LEI	213800M4IINBWMXEKV82
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 £0.001 GB00BCCW4X83
b)	Nature of the transaction	Grant of joint ownership interest in ordinary shares in connection with options granted on 14 October 2013 and 5 February 2016
c)	Price(s) and volume(s)	Price(s) Volume(s)  N/A 438,000
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	1 August 2019
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Iain McDonald
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	CentralNic Group plc
b)	LEI	213800M4IINBWMXEKV82
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 £0.001 GB00BCCW4X83
b)	Nature of the transaction	Grant of joint ownership interest in ordinary shares in connection with option granted on 5 February 2016
c)	Price(s) and volume(s)	Price(s) Volume(s)  N/A 350,000
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	1 August 2019
f)	Place of the transaction	London Stock Exchange, AIM

For further information:

CentralNic Group Plc Ben Crawford, Chief Executive Officer Don Baladasan, Group Managing Director Michael Riedl, Group Financial Director	Tel:  [phone]
Zeus Capital Limited (NOMAD and Joint Broker) Nick Cowles / Jamie Peel (Corporate Finance) John Goold / Rupert Woolfenden (Institutional Sales)	Tel:  [phone] Tel:  [phone]
Stifel (Joint Broker) Fred Walsh / Neil Shah / Alex Price	Tel:  [phone]
Newgate Communications (for Media) Bob Huxford Tom Carnegie	Tel:  [phone] [e-mail]

 

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