Grant of Options - Director/PDMR Dealing

RNS Number : 3218H

Hotel Chocolat Group PLC

03 August 2021

 

3 August 2021

Hotel Chocolat Group plc

(" Hotel Chocolat ", the "Company" or the "Group")

Grant of Options - Director/PDMR Dealing

The Company announces that, upon the recommendation of the Group's Remuneration Committee and under the terms of the Hotel Chocolat Group plc 2016 Long Term Incentive Plan (the "LTIP"), the Board granted 3,263,977 options (the "Options") over ordinary shares of 0.1p in the Company ("Ordinary Shares") on 2 August 2021 (the "Date of Grant") to the Company's executive directors and certain members of the senior management team (the "Participants"). The grant of Options has been designed to incentivise the Participants to deliver sustainable, long-term value creation for Group's shareholders.

Certain of the Options have been granted to persons discharging managerial responsibilities ("PDMRs"), as set out below: 

PDMR / Director	Position	Options granted	Total Options held
Angus Thirlwell	Co-founder and Chief Executive Officer	525,000	525,000
Matt Pritchard	Chief Financial Officer	416,667	493,193
Peter Harris	Co-founder and Development Director	166,667	166,667

Further details of the grant of Options

The Options have been granted subject to ambitious share price growth targets, with maximum vesting occurring at a share price of £12.00, which would require the share price more than tripling from £3.55, the price of the Company's recent Placing as announced on 23 July 2021.  No Options will vest below a share price of £4.72 (the "Hurdle Price"). At the Hurdle Price, 20% of the Options will vest. Between the Hurdle Price and £12.00, straight line vesting will be applied.

Achievement of the share price targets will be tested at the end of years 3, 4 and 5 (the "Test Dates") from the Date of Grant based on a 3-month average share price. Vesting will also be based on the Company achieving a minimum revenue CAGR of 10 per cent. from the year ended 27 June 2021 to the Test Dates, below which vesting is subject to the discretion of the Group's Remuneration Committee.

The Options have an exercise price of 0.1 pence per Ordinary Share and, other than permitting a sale of Ordinary Shares to cover the associated tax charge on exercise, Participants will be required to hold vested shares until year 5.  Malus and clawback provisions apply. The Options, which have been granted to 35 of the Group's most senior employees, are intended to span multiple years rather than being one of a series of annual rolling awards.

Following the grant of the Options, the total number of Ordinary Shares outstanding under all Group share incentive schemes arrangements is 3,549,266 representing 2.6 per cent of the Company's issued share capital.

Related Party Transaction

The grant of Options to certain directors of the Company, as defined by the AIM Rules for Companies (the "AIM Rules"), being Angus Thirlwell (Chief Executive Officer), Peter Harris (Development Director), Matt Pritchard (Chief Financial Officer), Matt Margereson (Chief Operating Officer), Lysa Hardy (Chief Marketing Officer), Jo Brett (CEO of St. Lucia) and Brendan Drake (CEO of USA branch) constitutes a related party transaction pursuant to Rule 13 and a substantial transaction pursuant to Rule 12 of the AIM Rules.

The Company's Non-Executive Directors, who are not party to the LTIP, and are therefore independent directors for these purposes, having consulted with the Company's Nominated Adviser, consider the terms of the Options granted under the LTIP to the directors above, to be fair and reasonable insofar as Hotel Chocolat's shareholders are concerned.

For further information:

Hotel Chocolat Group plc  c/o Citigate  + 44 (0) 20 7638 9571

Angus Thirlwell, Co-founder and Chief Executive Officer

Peter Harris, Co-founder and Development Director

Matt Pritchard, Chief Financial Officer

Liberum Capital Limited - Nominated Adviser and Broker  + 44 (0) 20 3100 2222

Clayton Bush

James Greenwood

Citigate Dewe Rogerson - Financial PR  + 44 (0) 20 7638 9571

Angharad Couch

Ellen Wilton

Kieran Farthing

Notes to Editors:

Hotel Chocolat is a premium British chocolatier with a strong and distinctive brand. The business was founded in 1993 by Angus Thirlwell and Peter Harris and has traded under the Hotel Chocolat brand since 2003. The Group sells its products online and through a network of 130 locations in the UK and abroad. The Group has one restaurant in the UK and a cocoa estate and hotel in Saint Lucia. The Group was admitted to trading on AIM in 2016. 

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

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1. Angus Thirlwell 2. Matthew Robert Phillip Pritchard 3. Peter Mark Harris
2	Reason for the notification
a)	Position/status	1. Co-founder and Chief Executive Officer 2. Chief Financial Officer 3. Co-founder and Development Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Hotel Chocolat Group plc
b)	LEI	213800B4D3J15PZHVY29
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 0.1 pence each ISIN: GB00BYZC3B04
b)	Nature of the transaction	Grant of options pursuant to the Hotel Chocolat Group plc 2016 Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.  0.1 pence  525,000 2.  0.1 pence 416,667 3.  0.1 pence 166,667
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	2 August  2021
f)	Place of the transaction	Outside a trading venue

 

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