Provisional Grant of Share Options

Chill Brands Group PLC

11 September 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

11 September 2023

Chill Brands Group plc

("Chill Brands" or the "Company")

Provisional Grant of Share Options

Chill Brands Group, the consumer packaged-goods distribution company, announces that on 8 September 2023, the Company's Board of Directors (the "Board") issued a grant of share options to the Company's three Executive Directors, subject to the passing of certain resolutions at the Company's Annual General Meeting ("AGM") to be held on 19 September 2023 (the "Options").

The Options are over a total of 21,600,000 ordinary shares of 1 pence each ("Ordinary Share"), have an exercise price of 4 pence per Ordinary Share and a term of 6 years.  The Options are subject to performance requirements and vesting conditions as outlined below. The Options will constitute approximately 7.51% of the currently issued Ordinary Shares, and the exercise price equates to a 9.5% discount to the closing mid-market price of the Ordinary Shares on 8 September 2023, the preceding trading day for the Ordinary Shares on the Main Market of the London Stock Exchange.  The Options have been provisionally granted on an equal basis to:

·    Callum Sommerton - Chief Executive Officer - 7,200,000 Options

·    Trevor Taylor - Chief Operating Officer - 7,200,000 Options

·    Antonio Russo - Chief Commercial Officer - 7,200,000 Options

The Options have the following vesting conditions* prior to exercise, again equally distributed across the three Option holders:

·    4,320,000 Options - subject to the share price reaching 8 pence and one year from the date of grant;

·    4,320,000 Options - subject to the share price reaching 16 pence and two years from the date of grant;

·    6,480,000 Options - subject to the share price reaching 32 pence and three years from the date of grant; and

·    6,480,000 Options - subject to the share price reaching 40 pence and four years from the date of grant.

* The price targets for the vesting conditions relate to the closing mid-market price of the Ordinary Shares on any trading day for the Ordinary Shares on the Main Market of the London Stock Exchange. 

Subject to shareholder approval at the AGM of the resolutions relating to Ordinary Share allotment authorities and equity-based incentive schemes, it is proposed that the Options granted to the two US-based Directors shall be issued under the existing Long-Term Incentive Plan, while the Options granted to the UK-based Director shall be issued under the Enterprise Management Incentive Plan (the "EMI Plan") which is proposed to be adopted by the Company. The rules of the EMI Plan are available to review in the corporate documents section of the Company's website at www.chillbrandsgroup.com.

The Company currently has 5,774,773 (approximately 2.01% of the current issued Ordinary Shares) existing management options granted approximately equally to Mr Taylor and Mr Russo, with an exercise price of 10 pence per Ordinary Share until 8 October 2029, some of which remain subject to vesting conditions.

-ENDS-

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is concerned with the development, marketing and distribution of wellness and recreational products containing natural, functional ingredients. The Company's proprietary product range is distributed by some of the most recognisable convenience retail outlets in the US and includes nicotine-free disposable vapour products that cater to the rapidly growing market for tobacco alternatives. Chill Brands also operates the chill.com e-commerce website, on which it is building a marketplace of products from third-party brands.

Publication on website

A copy of this announcement is also available on the Group's website at http://www.chillbrandsgroup.com

Media enquiries:

Chill Brands Group plc	[e-mail]
Allenby Capital Limited (Financial Adviser and Broker)	[phone]
Nick Harriss/Nick Naylor/Lauren Wright (Corporate Finance) Kelly Gardiner (Equity Sales)

Notifications and public disclosure of transactions by persons discharging managerial responsibilities ("PDMR") and persons closely associated ("PCA") with them.
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr Callum Sommerton
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Chill Brands Group plc
b)	LEI	213800RGK8LNU9RGMT89
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 each ISIN: GB00BWC4X262
b)	Nature of the transaction	Grant of Share Options (subject to shareholder approval at AGM)
c)	Price(s) and volume(s)	Price(s) Volume(s) 4p 7,200,000
d)	Aggregated information - Aggregated volume - Price	Not applicable - single transaction
e)	Date of the transaction	8 September 2023
f)	Place of the transaction	Off Market
Notifications and public disclosure of transactions by persons discharging managerial responsibilities ("PDMR") and persons closely associated ("PCA") with them.
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr Trevor Taylor
2	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Chill Brands Group plc
b)	LEI	213800RGK8LNU9RGMT89
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 each ISIN: GB00BWC4X262
b)	Nature of the transaction	Grant of Share Options (subject to shareholder approval at AGM)
c)	Price(s) and volume(s)	Price(s) Volume(s) 4p 7,200,000
d)	Aggregated information - Aggregated volume - Price	Not applicable - single transaction
e)	Date of the transaction	8 September 2023
f)	Place of the transaction	Off Market
Notifications and public disclosure of transactions by persons discharging managerial responsibilities ("PDMR") and persons closely associated ("PCA") with them.
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr Antonio Russo
2	Reason for the notification
a)	Position/status	Chief Commercial Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Chill Brands Group plc
b)	LEI	213800RGK8LNU9RGMT89
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 each ISIN: GB00BWC4X262
b)	Nature of the transaction	Grant of Share Options (subject to shareholder approval at AGM)
c)	Price(s) and volume(s)	Price(s) Volume(s) 4p 7,200,000
d)	Aggregated information - Aggregated volume - Price	Not applicable - single transaction
e)	Date of the transaction	8 September 2023
f)	Place of the transaction	Off Market

 

END