Share Awards and exercise of Options

RNS Number : 5205F

CentralNic Group PLC

10 March 2020

 

10 March 2020

CentralNic Group plc

("CentralNic" or the "Company")

(AIM: CNIC)

Share Awards and exercise of Options

CentralNic announces that on 10 March 2020 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") to Group employees including persons discharging managerial responsibilities ("PDMRs") of CentralNic ("Awards").

Grant of Awards

PDMR		Type of Award	Number of Ordinary Shares subject to Award	Exercise Price
Ben Crawford		LTIP Award	3,024,656	Nil
Don Baladasan		LTIP Award	2,638,356	Nil
Michael Riedl		LTIP Award	2,079,450	Nil
Michael Riedl	LTIP Award		159,748	Nil
Iain McDonald	SOP Award		500,000	Nil

The structure of the Awards is designed as a program of awards over a five year period ("Award Period") which the Board believes will reward and incentivise the Executives to deliver further sustainable and managed growth for the Company, as well as providing a strong retention tool. The Awards will be subject to stretching performance targets based on total shareholder return and EBITDA growth. Subject to achievement of these targets and their remaining in employment with CentralNic, the Awards vest in three separate tranches as set out in the table below. The base pricing for all targets are calculated at the average share price for the three months to January 1 each year.

	Award Period	FY20	FY21	FY22	FY23	FY24	Total
Ben Crawford
Tranche 1	3 years ended Dec 22	336,073	336,073	336,073			1,008,219
Tranche 2	3 years ended Dec 23		336,073	336,073	336,073		1,008,219
Tranche 3	3 years ended Dec 24			336,073	336,073	336,072	1,008,218
Don Baladasan
Tranche 1	3 years ended Dec 22	293,151	293,151	293,150			879,452
Tranche 2	3 years ended Dec 23		293,151	293,151	293,150		879,452
Tranche 3	3 years ended Dec 24			293,151	293,151	293,150	879,452

Michael Riedl
Tranche 1	3 years ended Dec 22	231,050	231,050	231,050			693,150
Tranche 2	3 years ended Dec 23		231,050	231,050	231,050		693,150
Tranche 3	3 years ended Dec 24			231,050	231,050	231,050	693,150

The SOP Award granted to Iain McDonald will vest three years from the date of grant of the option (subject to the rules of the SOP).

The Awards granted to certain other participants were granted as nil-cost options under the terms of the LTIP and/or the SOP (as relevant) over a total of 1,935,834 Ordinary Shares. The Awards under the LTIP and SOP, including the second LTIP option awarded to Michael Riedl under his original contract from 2018, vest in three tranches, on the first, second and third anniversaries of the date of grant subject to the continued service of the Award holder.

Exercise of Options

CentralNic further announces the exercise by the following PDMR of share options previously granted by the Company ("Options):

PDMR	Number of Ordinary Shares acquired on exercise of Options	Date of grant of Option
Michael Riedl	48,611	1 August 2019

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
Ben Crawford		1,008,219	1 March 2021 - 1 March 2023	Nil
Ben Crawford		1,008,219	1 March 2022 - 1 March 2024	Nil
Ben Crawford		1,008,218	1 March 2023 - 1 March 2025	Nil
Don Baladasan	2,000,000		16 July 2021	Nil
Don Baladasan		879,452	1 March 2021 - 1 March 2023	Nil
Don Baladasan		879,452	1 March 2022 - 1 March 2024	Nil
Don Baladasan		879,452	1 March 2023 - 1 March 2025	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
Iain McDonald	500,000		10 March 2023	Nil
Michael Riedl	97,222		1 January 2022	Nil
Michael Riedl		159,748	1 January 2023	Nil
Michael Riedl		693,150	1 March 2021 - 1 March 2023	Nil
Michael Riedl		693,150	1 March 2022 - 1 March 2024	Nil
Michael Riedl		693,150	1 March 2023 - 1 March 2025	Nil

A total number of 21,963,449 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 3,138,356 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 Award	Number of Ordinary Shares subject to Award
Don Baladasan	10 March 2020	2,638,356
Iain McDonald	10 March 2020	500,000

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 13 March 2020. Following the admission, the Company will have 188,843,484 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 3,024,656
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	10 March 2020
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 2,638,356
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	10 March 2020
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 options under the LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) 0p op 2,079,450 159,748
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	10 March 2020
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	Exercise of share options and sale of resulting Shares
c)	Price(s) and volume(s)	Exercise of share option   Price(s) Volume(s) op 48,611
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	10 March 2020
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 10 March 2020
c)	Price(s) and volume(s)	Price(s) Volume(s)  N/A 500,000
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	10 March 2020
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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