Grant of Incentives & Related Party Transaction

RNS Number : 2524C

Bonhill Group PLC

10 October 2022

 

10 October 2022

Bonhill Group plc

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

Grant of Options,

Retention Bonuses

and

Related Party Transaction

Bonhill Group plc (AIM: BONH), a leading B2B media business specialising in financial services providing media, events and data & analytics, announces that on 7 October 2022 (the "Date of Grant") its remuneration committee ("Remuneration Committee") granted options (the "New Options") over a total of 6,000,000 new ordinary shares of 1 penny each in the Company ("Ordinary Shares") to the following executive Directors and certain members of its senior management team:

Name	Position held	Number of Ordinary Shares over which New Options granted	Resulting total number of Ordinary Shares over which total options currently held
Patrick Ponsford	Group CEO	500,000	2,000,000
John French	Executive Director	1,500,000	1,500,000
Certain members of senior management team	-	4,000,000	4,000,000
		6,000,000	7,500,000

The New Options were granted under the Bonhill Group 2018 Employee Share Option Plan (the "Plan") and have an exercise price of 5.75p per share, being the closing mid-price per Ordinary Share on 6 October 2022, the last dealing day prior to the Date of Grant. The New Options were granted as EMI tax favoured options or non-tax favoured options as relevant.

The New Options will vest and become exercisable from the second anniversary of the Date of Grant, subject to the grantee's continued service within the Group (save for good leavers) and a performance condition being met. In order for the performance condition to be met, the volume weighted average price of the Ordinary Shares for the last 30 dealing days of the vesting period ("30 day VWAP") must equal or exceed 11p per share. The calculation can be adjusted to have appropriate regard for any dividend payments or capital adjustments which may occur over the vesting period. Once vested, the New Options will typically remain exercisable until the tenth anniversary of the Date of Grant. In the event of a change of control of the Company, the New Options' vesting period may accelerate, in which case the relevant offer price per share may be used instead of 30 day VWAP.

Following recent lapses of previously granted options over Ordinary Shares to a former director and former members of the Company's senior management team and the grant of the New Options, the Company now has options outstanding over a total of 17,230,311 Ordinary Shares, representing approximately 14.8 per cent. of the Company's issued share capital. Options over a further 1,589,881 Ordinary Shares which were previously granted to certain former members of the Company's senior management team are due to lapse in December 2022 and options over a further 6,140,430 Ordinary Shares which were previously granted to a former director and former members of the Company's senior management team will have lapsed by early April 2023. Following these lapses, the only options outstanding will then be the New Options, as outlined above, together with existing options held by Sarah Thompson, Group CFO, over 2 million Ordinary Shares at an exercise price of 1p per share and existing options held by Patrick Ponsford, Group CEO, over 1.5 million Ordinary Shares at an exercise price of 1p per share.

Full details of all outstanding options are set out below in the Appendix.

Retention Bonus

In addition, on the Date of Grant, the Remuneration Committee approved terms under which Patrick Ponsford, Group CEO, and John French, Executive Director, may receive the payment of a cash bonus on the sale of the Company (the "Transaction") should a sale occur on or prior to 31 December 2023 (the "Retention Bonus"). The Retention Bonus will be payable following completion of the Transaction and subject to deductions for applicable taxes.

The size of any cash bonus which might be payable to each of Patrick Ponsford and John French will be based on a multiple of their annual salary and determined by the value of the offer price per share ("Offer Price") payable for the Company achieved as set out below:

Offer Price thresholds ("£")	Base Salary Multiple
0.12	0.5x
0.15	1.0x
0.20	2.0x
0.25 or above	3.0x

Where the Offer Price is between two of the thresholds set out in the table above, the Base Salary Multiple will be pro-rated on a straight-line basis between the closest lower and upper Offer Price thresholds.

In the event that the Transaction occurs over more than one 'simultaneous' phase or tranche then any payment under the Retention Bonus will only be payable once all phases or tranches of the Transaction have been completed.

Eligibility for consideration for any cash bonus under the Retention Bonus is contingent on continued service by each of Patrick Ponsford and John French in their respective current roles prior to payment save that exceptions may apply at the discretion of the Remuneration Committee.

In the event of: (i) a variation of the share capital of the Company; and/or (ii) a demerger, special dividend or other similar event which affects the market price of Ordinary Shares to a material extent, adjustments may be made to the terms of the Retention Bonus as appropriate.

Payment of any Retention Bonus will be overseen by the Remuneration Committee which is comprised of the Company's independent Non-Executive Directors. The Remuneration Committee retains discretion as to the nature, terms and operation of the Retention Bonus generally.

Related Party Transaction

The combined award of the New Options and agreement to pay the Retention Bonus (together the "Award and Payment") to each of Patrick Ponsford, Group CEO, and John French, Executive Director, (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 all of the Company's Non-Executive Directors consider, having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the Award and Payment to the Executive Directors is fair and reasonable in so far as the shareholders of the Company are concerned.

Appendix

Date of Grant	Name of Option holder	Number of Ordinary Shares under outstanding options	Vesting Date	Expiry Date or date due to lapse	Exercise Price
16.08.18	Simon Stilwell (Ex-CEO)	7,440	16.08.21	05.04.23	80.0p
16.08.18	Simon Stilwell (Ex-CEO)	7,441	16.08.22	05.04.23	80.0p
16.08.18	Lawrence Gosling (Ex-PDMR)	7,440	16.08.21	23.12.22	80.0p
16.08.18	Lawrence Gosling (Ex-PDMR)	7,441	16.08.22	23.12.22	80.0p
16.08.18	Simon Stilwell (Ex-CEO)	376,000	16.08.21	16.02.23	1.0p
16.08.18	Lawrence Gosling (Ex-PDMR)	75,000	16.08.21	23.12.22	1.0p
26.10.20	Simon Stilwell (Ex-CEO)	1,166,774	27.10.23	05.04.23	1.0p
26.10.20	Simon Stilwell (Ex-CEO)	1,166,775	27.10.24	05.04.23	1.0p
26.10.20	Sarah Thompson (Group CFO)	1,000,000	27.10.23	26.10.30	1.0p
26.10.20	Sarah Thompson (Group CFO)	1,000,000	27.10.24	26.10.30	1.0p
26.10.20	Lawrence Gosling (Ex-PDMR)	750,000	27.10.23	23.12.22	1.0p
26.10.20	Lawrence Gosling (Ex-PDMR)	750,000	27.10.24	23.12.22	1.0p
26.10.20	Patrick Ponsford (Group CEO)	750,000	27.10.23	26.10.30	1.0p
26.10.20	Patrick Ponsford (Group CEO)	750,000	27.10.24	26.10.30	1.0p
26.10.20	Simon Collin *	750,000	27.10.23	28.01.23	1.0p
26.10.20	Simon Collin *	750,000	27.10.24	28.01.23	1.0p
26.10.20	Jon Seymour *	750,000	27.10.23	24.02.23	1.0p
26.10.20	Jon Seymour *	750,000	27.10.24	24.02.23	1.0p
26.10.20	Suzanne Tomlinson *	208,000	27.10.23	13.04.23	1.0p
26.10.20	Suzanne Tomlinson *	208,000	27.10.24	13.04.23	1.0p
07.10.22	Patrick Ponsford (Group CEO)	500,000	08.10.24	07.10.32	5.75p
07.10.22	John French (Executive Director)	1,500,000	08.10.24	07.10.32	5.75p
07.10.22	Certain members of senior management team	4,000,000	08.10.24	07.10.32	5.75p

* Former members of senior management

1.	Details of PDMR / person closely associated with them ( 'PCA')
a)	Name	Patrick Ponsford - Group CEO John French - Executive Director
2.	Details of PDMR / person closely associated with them ( 'PCA')
a)	Position / status	See 1(a) above for positions - all classified as PDMRs of the Company
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Bonhill Group plc
b)	LEI	213800GBGKZ7WVF6C550
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	Ordinary Shares of 1 penny each. GB00BFWYSS80
b)	Nature of the transaction	Grant of Options over Ordinary Shares each with an exercise price of [5.75] pence per Ordinary Share.
c)	Price and volume	Price: Nil Patrick Ponsford: 500,000 John French: 1,500,000
d)	Aggregated information Aggregated volume  Price	Volume: 2,000,000 Price: Nil
e)	Date of the transaction	7 October 2022
f)	Place of the transaction	Outside of a trading venue.

For further enquiries please contact:

Bonhill Group plc  

Jonathan Glasspool, Non-executive Chairman  [phone]

Patrick Ponsford, Group CEO  [phone]

Shore Capital (Nominated Adviser and Broker)          [phone]

Tom Griffiths/David Coaten

About Bonhill Group plc

Bonhill Group plc is a leading, AIM-quoted, B2B media company providing Business Information, Events and Data & Insight propositions to the global Financial Services community. Bonhill operates multiple digital platforms, has market leading media brands, hosts over 100 events per annum, offers a portfolio of data & analytics propositions and provides a range of content marketing solutions.

Bonhill operates exclusively in the financial services space where its brands and services are acknowledged as market leaders. It specialises in enhancing the relationship and flow of information between the global community of financial services providers and the advisers who recommend their products. Bonhill was early to recognise the growing importance of ESG in asset allocation and fund selection and now owns the leading global platform in this space, serving the adviser community.

Flagship brands include: InvestmentNews, ESG Clarity, Portfolio Adviser, Fund Selector Asia, Expert Investor Europe, UK Adviser and International Adviser.

Offices in New York, London, Singapore and Hong Kong.

For more information visit www.bonhillplc.com .

 

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