New Long-Term Incentive Plan

RNS Number : 2247P

Gear4music (Holdings) PLC

15 October 2021

 

15 October 2021

Gear4music (Holdings) plc

("Gear4music", "the Company" or "the Group")

New Long-Term Incentive Plan

The board of Gear4music (AIM: G4M), the largest UK based retailer of musical instruments and music equipment, announces a new long-term management incentive plan ('Plan') to incentivise senior employees in a manner that aligns with the interests of the Company's shareholders.

The Plan involves the issue of 377,100 'D' Ordinary shares ('D Shares') in Gear4music Limited, a subsidiary of the Company.  The D Shares are capable of vesting between 2023 and 2027 and can be exchanged on a one-for-one basis for new ordinary shares of ten pence each in the capital of the Company ('Ordinary Shares'), subject to achieving minimum specified fully diluted earnings per share ('eps') targets as set out below.

Financial year ending	Vesting date	Fully diluted eps target	No. D Shares vesting
31 March 2023	31 July 2023	46p	75,420
31 March 2024	31 July 2024	53p	75,420
31 March 2025	31 July 2025	61p	75,420
31 March 2026	31 July 2026	68p	75,420
31 March 2027	31 July 2027	76p	75,420
			377,100

Certain of the Company's directors (also considered Persons Discharging Managerial Responsibilities) are participating in the Plan as detailed below, along with members of the Group's senior management team:

Name	Position	No. D Shares issued
Gareth Bevan	Chief Commercial Officer	113,130
Andrew Wass	Chief Executive Officer	75,420
Chris Scott	Chief Financial Officer	37,710

The D Shares are non-voting, non-dividend restricted shares. The initial subscription cost is paid by way of a cash bonus.  Assuming that awards fully vest, the maximum implied dilution over the life of the Plan would represent 1.8% of the Company's then issued share capital, increasing to 2.9% when also taking into account awards (whether exercised or currently outstanding) under the Company's various other share schemes made since IPO in 2015. Further details will be set out in the Annual Report and Accounts for the year ending 31 March 2022 when published.

Prior to implementing the Plan, the Company consulted with certain of its major institutional shareholders.

Enquiries:

Gear4music Ken Ford, Non-Executive Chairman and Remuneration Committee Chairman	[phone]
Singer Capital Markets - Nominated Adviser and Joint Broker Peter Steel/Amanda Gray, Corporate Finance Tom Salvesen, Corporate Broking	[phone]
Investec Bank plc - Joint Broker David Flin Alex Wright Harry Hargreaves	[phone]
Alma PR - Financial PR Harriet Jackson Josh Royston Faye Calow	[phone] [e-mail]

Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMR") and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gareth Bevan
2	Reason for the notification
a)	Position/status	Chief Commercial Officer and a PDMR of the Company
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gear4music (Holdings) plc
b)	LEI	2138005H4W74HDGSFC49
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	Ordinary Shares of £0.10 each
	Identification code	GB00BW9PJQ87
b)	Nature of the transaction	Issue of D Shares under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
c)	Price(s) and volume(s)
			Vesting date	Price	Volume(s)
			31/07/23	£nil	22,626
			31/07/24	£nil	22,626
			31/07/25	£nil	22,626
			31/07/26	£nil	22,626
			31/07/27	£Nil	22,626
d)	Aggregated information
	- Aggregated volume	113,130
	- Price	£nil
e)	Date of the transaction	14 October 2021
f)	Place of the transaction	Off-market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Wass
2	Reason for the notification
a)	Position/status	Chief Executive Officer and a PDMR of the Company
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gear4music (Holdings) plc
b)	LEI	2138005H4W74HDGSFC49
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	Ordinary Shares of £0.10 each
	Identification code	GB00BW9PJQ87
b)	Nature of the transaction	Issue of D Shares under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis. D Shares awarded to Mr Wass can, subject to certain conditions, also be settled on vesting in cash rather than new Ordinary Shares.
c)	Price(s) and volume(s)
			Vesting date	Price	Volume(s)
			31/07/23	£nil	15,084
			31/07/24	£nil	15,084
			31/07/25	£nil	15,084
			31/07/26	£nil	15,084
			31/07/27	£Nil	15,084
d)	Aggregated information
	- Aggregated volume	75,420
	- Price	£nil
e)	Date of the transaction	14 October 2021
f)	Place of the transaction	Off-market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Christopher Scott
2	Reason for the notification
a)	Position/status	Chief Financial Officer and a PDMR of the Company
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gear4music (Holdings) plc
b)	LEI	2138005H4W74HDGSFC49
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	Ordinary Shares of £0.10 each
	Identification code	GB00BW9PJQ87
b)	Nature of the transaction	Issue of D Shares under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
c)	Price(s) and volume(s)
			Vesting date	Price	Volume(s)
			31/07/23	£nil	7,542
			31/07/24	£nil	7,542
			31/07/25	£nil	7,542
			31/07/26	£nil	7,542
			31/07/27	£Nil	7,542
d)	Aggregated information
	- Aggregated volume	37,710
	- Price	£nil
e)	Date of the transaction	14 October 2021
f)	Place of the transaction	Off-market transaction

About Gear4music.com

Operating from a Head Office in York, and Distribution Centres and showrooms in York, Sweden and Germany, the Group sells own-brand musical instruments and music equipment alongside premium third-party brands including Fender, Yamaha and Roland, to customers ranging from beginners to musical enthusiasts and professionals, in the UK, Europe and, more recently, into the Rest of the World.

Having developed its own e-commerce platform, with multilingual, multicurrency websites delivering to over 190 countries, the Group continues to build its overseas presence.

 

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