Introduction of new Long Term Incentive Plan

RNS Number : 6073Y

Toople PLC

14 May 2021

 

For release: 07.00 a.m., 14 May 2021  

Toople PLC

("Toople" or the "Company" or the "Group")

Introduction of new Long Term Incentive Plan

Toople PLC (LSE: TOOP), a provider of bespoke telecom services to UK SMEs, announces that it has introduced a new Long Term Incentive Plan ("LTIP") designed to incentivise the Group's Executive Directors and Non-executive Directors (the "Participants").  Key staff members may also be invited to participate in the LTIP from time to time. 

The LTIP has been established to encourage long-term value creation for the Group's shareholders and to align the interests of the Participants with shareholders.

Awards under the LTIP take the form of:

· An approved EMI share option scheme for the Group's Executive Directors; and

· An unapproved share option scheme for the Group's Non-executive Directors.

For both schemes, the grant price will be the average of the market closing price two days preceding the date of grant, or the nominal value of the share - whichever is higher. The vesting period will be three years, with an exercise period of ten years, starting from the date of grant.

On 13^th May options over 464,000,000 Ordinary shares of 0.0667p each in Toople Plc (the 'Options') were granted to certain of its directors, PDMRs, and other members of staff. All of these options have an exercise price of 0.07p per share, being the market value at the time the options were granted.

Options over 253,000,000 ordinary shares were granted under the Group's EMI share option scheme to two Directors and one PDMR, as set out below.

	Status	HMRC Approved EMI option scheme grant at 0.07p	No options held post grant	Current shareholding in Company
Andy Hollingworth	Group CEO	169,000,000	169,000,000	28,250,000
Paul White	CFO	42,000,000	42,000,000	-
John Carter	PDMR	42,000,000	42,000,000	-
Total		253,000,000	253,000,000	28,250,000

In addition, options of 126,000,000 ordinary shares were granted to two Non-Executive Directors under an unapproved share option scheme, as set out below.

	Unapproved option scheme grant at 0.07p	No. of options held post grant	Current shareholding in Company	Current warrant holding in the Company
Richard Horsman	84,000,000	84,000,000	54,166,680	20,833,340
Kevin Lawrence	42,000.000	42,000,000	59,961,666	27,997,500
Total	126,000,000	126,000,000	114,128,346	48,830,840

The warrants held by Messrs Horsman and Lawrence have an exercise price of 0.1p.

Following these option grants, the Company has 464,000,000 shares under option, representing 10.97% of the current issued share capital of the Company.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). 

The Directors of the Company take responsibility for this announcement.

Notification and public disclosure of transaction by person discharging managerial responsibilities:

1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name		1)  Andy Hollingworth 2) Paul White 3) Richard Horsman 4) Kevin Lawrence 5) John Carter
2	Reason for notification
a.	Position/Status		1)  Group CEO 2)  CFO 3)  NED 4) NED 5) PDMR
b.	Initial notification/ Amendment		Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name		Toople Plc
b.	LEI		213800P3DSCKSEHPU161
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 0.0667p each ISIN:  GB00BZ8TP087
b.	Nature of the transaction		Grant of options
c.	Price(s) and volume(s)		Price Volume 1)  0.07p 169,000,000 2)  0.07p 42,000,000 3) 0.07p 84,000,000 4) 0.07p 42,000,000 5) 0.07p 42,000,000
d.	Aggregated information - Aggregated Volume - Price		379,000,000 0.07p
e.	Date of the transaction		14 May 2021
f.	Place of the transaction		Outside of a trading venue

For further information :

Toople PLC Andy Hollingworth, Chief Executive Officer Paul White, Chief Financial Officer	Tel: [phone]
Novum Securities Limited David Coffman	Tel: [phone]
Belvedere Communications John West / Llew Angus	Tel: [phone]

About Toople PLC

Toople PLC is incorporated in the UK and listed on the main market of the London Stock Exchange. 

The business currently trades under four main brands:  www.toople.com ;  www.dmsluk.co.uk ;  broadbandandphones.co.uk ;  www.checkthatcompany.co.uk .

Toople.com  provides bespoke telecoms services for its fast growing target market of UK SMEs with between one and 500 employees.  Services offered by the Group include business broadband, fibre, EFM and Ethernet data services, business mobile phones, cloud PBX and SIP Trunking and Traditional Services (calls and lines) all of which are delivered and managed via the Group's proprietary software platform.  213800P3DSCKSEHPU161

In February 2020, Toople completed the acquisition of  DMS Holding (DMSL) .  DMSL commenced trading in 2002 and provides unified communication services in the UK, ranging from a single phone line to a multi-site unified comms VoIP platform, delivered via a network of telecoms and IT carriers and content providers across the UK including BT Business, BT Global Services, Gamma, EE, Vonage, TalkTalk Business and O2.

DMSL acts as a BT Premier re-seller for broadband connectivity, mobile and fixed voice and cloud services and is responsible for over 250,000 BT customers and over 400,000 Revenue Generating Units.

The acquisition of DMSL was transformational for Toople, as it also expanded the Group's reach into the UK residential market, which is experiencing a period of rapid change, as operational automation further develops and more people choose to (or are forced to) work from home.

The Company also owns a telecoms price comparison website and a service offering company credit reference checking and reports.  These complement the Group's IT and telecoms services.

All the Group brands seek to differentiate themselves by offering IT, telecoms and broadband solutions, with robust and reliable packages, that enhance a customers' business and are based on trust and transparency, with no hidden fees within pricing policies.  This provides customers with a clear understanding of cost and fixed prices for the duration of their contracts.

 

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