Cancellation and Grant of Options

RNS Number : 2523D

Bonhill Group PLC

27 October 2020

 

27 October 2020

Bonhill Group plc

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

Cancellation and Grant of Options

Bonhill Group plc (AIM: BONH), a leading B2B media business specialising in three key areas: Business Information, Events and Data & Analytics, announces that on 26 October 2020, it cancelled options over a total of 795,234 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") in respect of the below director, PDMR and certain members of its senior management team.

Name	Position Held	No. of options over Ordinary Shares cancelled	Total options held post-cancellation
Simon Stilwell	Chief Executive Officer	297,617	766,881
Lawrence Gosling	Editorial Director (PDMR)	297,617	164,881
Senior management		200,000	-
		795,234	931,762

Following the cancellation of options over Ordinary Shares referred to above, on 26 October 2020 (the "Grant Date"), the Company also granted options ("New Options") over a total of 13,520,000 new Ordinary Shares to the following directors, PDMRs and its senior management team:

Name	Position Held	No. of options over Ordinary Shares granted	Total options held post-grant
Simon Stilwell	Chief Executive Officer	3,604,000	4,370,881
Sarah Thompson	Chief Financial Officer	2,000,000	2,000,000
Lawrence Gosling	Editorial Director (PDMR)	1,500,000	1,664,881
Senior management		6,416,000	6,416,000
		13,520,000	14,451,762

The New Options are being granted pursuant to the Company's Enterprise Management Incentive Share Option Scheme (EMI Scheme) and have an option price of 1p per Ordinary Share. The market value per Share on the Grant Date is 6.25p, being the closing mid-price per Ordinary Share on the last dealing day prior to the Grant Date ("Closing Price"). 50 per cent. of the New Options vest after year three and the remaining 50 per cent. vest after year four, in each case if certain performance conditions have been met.

The performance targets are expressed as a share price range in each year, with share prices adjusted in line with the Return Index for any dividend payments or capital adjustments which may occur over the period. A three-month averaging period will be used to each measurement date to ensure that performance will not be unduly impacted by very short-term volatility.

Third anniversary (applying to 50% of options under award)
	Threshold	Maximum
Share price	15p	27p
Vesting	0%	100%
Fourth anniversary (applying to 50% of options under award)
	Threshold	Maximum
Share price	20p	35p
Vesting	0%	100%

No options will vest for performance below the threshold levels; vesting between threshold and maximum is on a straight-line basis. For the avoidance of doubt, the two portions of the awards (50% measured and vesting after three years, and 50% after four years) are measured independently: there is no retesting. Any shares which lapse due to performance after three years will not then be eligible to vest based on subsequent performance. 

The Scheme target price thresholds require significant growth from the existing share price before the plan pays out:

· No value is delivered to participants for a share price below 15p after three years (140 per cent. growth from the Closing Price) or below 20p over four years (220 per cent. growth).

· In order for awards to vest in full, growth of 332 per cent. over three years (27p) and 460 per cent. over four years (35p) must be achieved.

In addition, new Ordinary Shares issued to the option holders pursuant to the exercise of New Options will have a minimum holding period of one year from their respective vesting date.

The award of the share options set out above to Simon Stilwell and Sarah Thompson (together the "Executive Directors") is deemed to be a related party transaction pursuant to the AIM Rules for Companies. The independent Directors of the Company, being Neil Sachdev, Non-Executive Chairman, Anne Donoghue, Non-Executive Director, and Jon Kempster, Non-Executive Director, consider having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the award of the share options to the Executive Directors is fair and reasonable so far as the shareholders of the Company are concerned.

Following the above cancellation of options and subsequent and grant of New Options, the Company has a total of 14,451,762 options in issue over Ordinary Shares, representing approximately 14.7 per cent. of the Company's issued share capital.

For further enquiries please contact:

Bonhill Group plc	[phone]
Simon Stilwell, Chief Executive   Sarah Thompson, Chief Financial Officer
Shore Capital (Nominated Adviser and Joint Broker)	[phone]
Tom Griffiths   David Coaten
Canaccord Genuity Limited (Joint Broker)   Bobbie Hilliam   Adam James   Georgina McCooke	[phone]
Houston (PR Adviser)    Alexander Clelland	[phone]

About Bonhill Group plc

Bonhill Group plc is a leading, AIM-quoted, B2B media company providing Business Information, Events and Data & Insight propositions to Financial Services, Diversity and Technology business communities in 25 countries. Bonhill operates fifteen information websites, publishes three regular print titles, hosts 120 events per annum, offers a portfolio of data & analytics propositions and provides a range of content marketing solutions.

The business creates content, sales and marketing opportunities, networking events and transactional opportunities for its audiences of entrepreneurs, business owners and managers, CTOs & technology leaders, asset & wealth managers, and professional women, in addition to its sponsors, advertising clients and customers. Flagship brands include: InvestmentNews, Portfolio Adviser, Fund Selector Asia, What Investment, SmallBusiness.co.uk, GrowthBusiness.co.uk, Information Age, Women in… events series, and DiversityQ.

For more information visit www.bonhillplc.com 

 

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