Grant of Options, Directors' Dealings and TVR

RNS Number : 2846R

boohoo group plc

05 July 2022

 

FOR IMMEDIATE RELEASE

5 July 2022

boohoo group plc

("boohoo" or "the Company" or "the Group")

Grant of Options, Directors' Dealings and Total Voting Rights

boohoo group plc (AIM: BOO), a leading online fashion group, announces that it has granted a total of 28,753,210 options on 1 July 2022 pursuant to the Company's Discretionary Share Award Plan ('DSAP') and the Company's Long Term Incentive Plan ('LTIP')

DSAP Awards

Nil cost options over a total of 5,427,077 Ordinary Shares of 1 pence each ("Shares") were granted to 196 employees pursuant to Company's Discretionary Share Award Plan, equating to 0.43% of the current issued share capital. The options granted have a vesting period of three years.

LTIP Awards

Options over a total of 23,326,133 Shares were granted to 48 senior managers pursuant to the Company's Long Term Incentive Plan ('LTIP'), equating to 1.84% of the current issued share capital. The options were granted at an exercise price of 1 pence per Share on 1 July 2022.

The options granted have a vesting period of three years ending on 1 July 2025 and vesting is dependent on meeting challenging performance conditions, including specific and measurable ESG and TSR related targets. As a result, the performance conditions will have the following weightings: TSR (40%), EPS (20%), revenue (20%), and ESG (20%).

The grant includes options over an aggregate of 6,721,143 Shares to Mahmud Kamani (Group Executive Chairman), Carol Kane (Group Executive Director), John Lyttle (Chief Executive Officer) and Neil Catto (Chief Financial Officer) as detailed in the table below and, following this grant, their interest in Shares is as follows*:

Director	Shares held personally	Shares under option in LTIP	Shares held under SIP	Shares under option in SAYE	Shares under option in DBP	Total interest*	% of issued share capital*
Mahmud Kamani	157,979,880	1,738,230	0	0	0	159,718,110	12.58%
Carol Kane	33,330,421	1,738,230	0	0	0	35,068,651	2.77%
John Lyttle	188,172	2,375,568	4,994	8,297	593,425	3,170,456	0.25%
Neil Catto	79,735	1,790,776	15,503	8,297	192,983	2,170,671	0.16%

*Mahmud Kamani, Carol Kane and Neil Catto also have an interest in Shares through the Management Incentive Plan and John Lyttle through the Growth Share Plan, as previously announced.

Total Voting Rights

As at 4 July 2022 the total number of ordinary shares of 1p each ("Ordinary Shares") and voting rights in the Company is  1,267,840,355.   No Ordinary Shares are held in treasury. This  figure for total number of Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Rules and Transparency Rules.  

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

Further details are set out in the below notification, made in accordance with the requirements of the UK Market Abuse Regulation.  

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mahmud Kamani
2	Reason for the notification
a)	Position/status	Group Executive Chairman
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Boohoo Group plc
b)	LEI	213800SZF3KFCECWY243
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 1p ISIN: JE00BG6L7297
b)	Nature of the transaction	Grant of shares under option in the Company's LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 1,738,230
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	1 July 2022
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Carol Kane
2	Reason for the notification
a)	Position/status	Group 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	Boohoo Group plc
b)	LEI	213800SZF3KFCECWY243
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 1p ISIN: JE00BG6L7297
b)	Nature of the transaction	Grant of shares under option in the Company's LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 1,738,230
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	1 July 2022
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Lyttle
2	Reason for the notification
a)	Position/status	Group CEO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Boohoo Group plc
b)	LEI	213800SZF3KFCECWY243
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 1p ISIN: JE00BG6L7297
b)	Nature of the transaction	Grant of shares under option in the Company's LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 2,375,568
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	1 July 2022
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Neil Catto
2	Reason for the notification
a)	Position/status	Group CFO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Boohoo Group plc
b)	LEI	213800SZF3KFCECWY243
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 1p ISIN: JE00BG6L7297
b)	Nature of the transaction	Grant of shares under option in the Company's LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 869,115
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	1 July 2022
f)	Place of the transaction	Outside of a trading venue

-ends-

Enquiries
boohoo group plc
Neil Catto, Chief Financial Officer	Tel: [phone]
Alistair Davies, Investor Relations	Tel: [phone]
Clara Melia, Investor Relations	Tel: [phone]
Mark Mochalski, Investor Relations	Tel: [phone]
Zeus Capital - Nominated adviser and joint broker
Nick Cowles / Andrew Jones	Tel: [phone]
Benjamin Robertson	Tel: [phone]
Jefferies - Joint broker
Philip Noblet / Max Jones	Tel: [phone]
Buchanan - Financial PR adviser	[e-mail]
Richard Oldworth / Kim Looringh-van Beeck / Toto Berger	Tel: [phone]

About boohoo group plc

"Leading the fashion eCommerce market"

Founded in Manchester in 2006, boohoo is an inclusive and innovative global brand targeting young, value-orientated customers, pushing boundaries to bring its customers up-to-date and inspirational fashion, 24/7.

In 2017, the group extended its customer offering through the acquisitions of the vibrant fashion brand PrettyLittleThing and free-thinking brand Nasty Gal. In March 2019, the group acquired the MissPap brand, in August 2019 the Karen Millen and Coast brands and in June 2020 the Warehouse and Oasis brands, all complementary to the group's scalable, multi-brand platform. In January 2021, the group acquired the intellectual property assets of Debenhams, with the goal of transforming a leading UK fashion and beauty retailer into a digital department store and marketplace through a new capital-light and low-risk operating model. In February 2021, the group acquired the intellectual property assets of UK brands Dorothy Perkins, Wallis and Burton. As at 28 February 2022, the boohoo group had 20 million active customers across all its brands around the world.

Cautionary Statement

Certain statements included or incorporated by reference within this announcement may constitute "forward-looking statements" in respect of the group's operations, performance, prospects and/or financial condition. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words and words of similar meaning as "anticipates", "aims", "due", "could", "may", "will", "should", "expects", "believes", "intends", "plans", "potential", "targets", "goal" or "estimates". By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions and actual results or events may differ materially from those expressed or implied by those statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No responsibility or obligation is accepted to update or revise any forward-looking statement resulting from new information, future events or otherwise. Nothing in this announcement should be construed as a profit forecast. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares or other securities in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares or other securities of the Company. Past performance cannot be relied upon as a guide to future performance and persons needing advice should consult an independent financial adviser. Statements in this announcement reflect the knowledge and information available at the time of its preparation. Liability arising from anything in this announcement shall be governed by English law. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

 

END

 

 

DSHUSSRRUSUBRUR