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CentralNic Group PLC - Share Awards and exercise of Options

RNS Number : 5205F
CentralNic Group PLC
10 March 2020
 

10 March 2020

CentralNic Group plc

 

("CentralNic" or the "Company")

 

(AIM: CNIC)

 

Share Awards and exercise of Options

 

CentralNic announces that on 10 March 2020 it has made awards over ordinary shares of £0.001 each ("Ordinary Shares") under the CentralNic Group plc Long Term Incentive Plan and the CentralNic Group plc Share Option Plan (the "LTIP" and "SOP") to Group employees including persons discharging managerial responsibilities ("PDMRs") of CentralNic ("Awards").

 

Grant of Awards

 

PDMR

Type of Award

Number of Ordinary Shares subject to Award

Exercise Price

Ben Crawford

LTIP Award

3,024,656

Nil

Don Baladasan

LTIP Award

2,638,356

Nil

Michael Riedl

LTIP Award

2,079,450

Nil

Michael Riedl

LTIP Award

159,748

Nil

Iain McDonald

SOP Award

500,000

Nil

 

The structure of the Awards is designed as a program of awards over a five year period ("Award Period") which the Board believes will reward and incentivise the Executives to deliver further sustainable and managed growth for the Company, as well as providing a strong retention tool. The Awards will be subject to stretching performance targets based on total shareholder return and EBITDA growth. Subject to achievement of these targets and their remaining in employment with CentralNic, the Awards vest in three separate tranches as set out in the table below. The base pricing for all targets are calculated at the average share price for the three months to January 1 each year.

 

 

Award Period

FY20

FY21

FY22

FY23

FY24

Total

Ben Crawford







Tranche 1

3 years ended Dec 22

336,073

 

336,073

 

336,073

 



1,008,219

 

Tranche 2

3 years ended Dec 23


336,073

 

336,073

 

336,073

 


1,008,219

 

Tranche 3

3 years ended Dec 24



336,073

 

336,073

 

336,072

 

1,008,218

 

Don Baladasan

 

 

 

 

 

 

Tranche 1

3 years ended Dec 22

293,151

 

293,151

 

293,150

 



879,452

 

Tranche 2

3 years ended Dec 23


293,151

 

293,151

 

293,150

 


879,452

 

Tranche 3

3 years ended Dec 24



293,151

 

293,151

 

293,150

 

879,452

 

 

Michael Riedl

 

 

 

 

 

 

Tranche 1

3 years ended Dec 22

231,050

 

231,050

 

231,050

 



693,150

 

Tranche 2

3 years ended Dec 23


231,050

 

231,050

 

231,050

 


693,150

 

Tranche 3

3 years ended Dec 24



231,050

 

231,050

 

231,050

 

693,150

 

 

The SOP Award granted to Iain McDonald will vest three years from the date of grant of the option (subject to the rules of the SOP).

 

The Awards granted to certain other participants were granted as nil-cost options under the terms of the LTIP and/or the SOP (as relevant) over a total of 1,935,834 Ordinary Shares. The Awards under the LTIP and SOP, including the second LTIP option awarded to Michael Riedl under his original contract from 2018, vest in three tranches, on the first, second and third anniversaries of the date of grant subject to the continued service of the Award holder.

 

Exercise of Options

 

CentralNic further announces the exercise by the following PDMR of share options previously granted by the Company ("Options):

 

PDMR

Number of Ordinary Shares acquired on exercise of Options

Date of grant of Option

Michael Riedl

48,611

1 August 2019

 

 

The table below summarising the total number of Ordinary Shares under options held by the Directors as at the date of this announcement:

 

Director

Number of Ordinary Share subject to options

Vesting date

Exercise price per Ordinary Share

Ben Crawford

1,316,000

1 September 2016

£0.10

Ben Crawford

850,000

1 September 2016

£0.57

Ben Crawford

2,500,000

16 July 2021

Nil

Ben Crawford

1,008,219

1 March 2021 - 1 March 2023

Nil

Ben Crawford

1,008,219

1 March 2022 - 1 March 2024

Nil

Ben Crawford

1,008,218

1 March 2023 - 1 March 2025

Nil

Don Baladasan

2,000,000

16 July 2021

Nil

Don Baladasan

879,452

1 March 2021 - 1 March 2023

Nil

Don Baladasan

879,452

1 March 2022 - 1 March 2024

Nil

Don Baladasan

879,452

1 March 2023 - 1 March 2025

Nil

Thomas Rickert

88,000

2 September 2016

£0.57

Thomas Rickert

350,000

3 February 2019

£0.40

Tom Pridmore

88,000

2 September 2016

£0.57

Tom Pridmore

350,000

3 February 2019

£0.40

Mike Turner

750,000

15 September 2018

£0.40

Iain McDonald

350,000

26 October 2018

£0.40

Iain McDonald

500,000

10 March 2023

Nil

Michael Riedl

97,222

1 January 2022

Nil

Michael Riedl

159,748

1 January 2023

Nil

Michael Riedl

693,150

1 March 2021 - 1 March 2023

Nil

Michael Riedl

693,150

1 March 2022 - 1 March 2024

Nil

Michael Riedl

693,150

1 March 2023 - 1 March 2025

Nil

 

 

A total number of 21,963,449 Ordinary Shares are held under options granted to all employees and Directors of the CentralNic group.

 

Issue of Ordinary Shares

 

CentralNic further announces that it has issued and allotted 3,138,356 Ordinary Shares in connection with awards previously made in order to satisfy these Awards and which will be held jointly by the participant and RBC Cees Trustee Limited ("RBC") the trustee of the CentralNic Employee Benefit Trust ("EBT"). All dividend and voting rights attaching to these Ordinary Shares are waived whilst unvested.

 

PDMR

Date of grant of Award

Number of Ordinary Shares subject to Award

Don Baladasan

10 March 2020

2,638,356

Iain McDonald

10 March 2020

500,000

 

 

Application has been made to the London Stock Exchange for the admission of the Ordinary Shares which are expected to be admitted to trading on 13 March 2020. Following the admission, the Company will have 188,843,484 Ordinary Shares in issue.

 

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

Ben Crawford

2

Reason for the notification

a)

Position/status

CEO

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

CentralNic Group plc

b)

LEI

213800M4IINBWMXEKV82
 

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 £0.001

 

GB00BCCW4X83

b)

Nature of the transaction

Grant of a nil-cost option under the LTIP

c)

Price(s) and volume(s)

 

 Price(s)

Volume(s)

0p

3,024,656

d)

Aggregated information

- Aggregated volume

- Price


N/A - single transaction

e)

Date of the transaction

10 March 2020

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 

 


1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Don Baladasan

2

Reason for the notification

a)

Position/status

Group Managing Director

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

CentralNic Group plc

b)

LEI

213800M4IINBWMXEKV82

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 £0.001

 

GB00BCCW4X83

b)

Nature of the transaction

Issue of a nil-cost award under the LTIP

c)

Price(s) and volume(s)

 

 Price(s)

Volume(s)

0p

2,638,356

d)

Aggregated information

- Aggregated volume

- Price


N/A - single transaction

e)

Date of the transaction

10 March 2020

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 

 


1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Michael Riedl

2

Reason for the notification

a)

Position/status

CFO

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

CentralNic Group plc

b)

LEI

213800M4IINBWMXEKV82

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 £0.001

 

GB00BCCW4X83

b)

Nature of the transaction

Grant of a nil-cost options under the LTIP

c)

Price(s) and volume(s)

 

 Price(s)

Volume(s)

0p

 

op

2,079,450

 

159,748

d)

Aggregated information

- Aggregated volume

- Price


N/A - single transaction

e)

Date of the transaction

10 March 2020

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 

 


1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Michael Riedl

2

Reason for the notification

a)

Position/status

CFO

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

CentralNic Group plc

b)

LEI

213800M4IINBWMXEKV82

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 £0.001

 

GB00BCCW4X83

b)

Nature of the transaction

Exercise of share options and sale of resulting Shares

c)

Price(s) and volume(s)

Exercise of share option

 Price(s)

Volume(s)

op

48,611

 

 

d)

Aggregated information

- Aggregated volume

- Price


N/A - single transaction

e)

Date of the transaction

10 March 2020

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 

 

 


1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Iain McDonald

2

Reason for the notification

a)

Position/status

Non-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

CentralNic Group plc

b)

LEI

213800M4IINBWMXEKV82

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 £0.001

 

GB00BCCW4X83

b)

Nature of the transaction

Grant of joint ownership interest in ordinary shares in connection with option granted on 10 March 2020

c)

Price(s) and volume(s)

 

 Price(s)

Volume(s)

 N/A

500,000

d)

Aggregated information

- Aggregated volume

- Price


N/A - single transaction

e)

Date of the transaction

10 March 2020

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 

 

For further information:

 

CentralNic Group Plc

Ben Crawford, Chief Executive Officer

Don Baladasan, Group Managing Director

Michael Riedl, Group Financial Director

 

Tel:  +44 (0) 203 388 0600

Zeus Capital Limited (NOMAD and Joint Broker)

Nick Cowles / Jamie Peel (Corporate Finance)

John Goold / Rupert Woolfenden

(Institutional Sales)

 

Tel:  +44 (0) 161 831 1512

Tel:  +44 (0) 20 3829 5000

 

Stifel (Joint Broker)

Fred Walsh / Neil Shah / Alex Price

 

Tel:  +44 (0)20 7710 7600

Newgate Communications (for Media)

Bob Huxford

Tom Carnegie

 

Tel:  +44 (0) 203 757 6880

[email protected]

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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Price: 86.3001

Market: LSE
Market Cap: £162.97 m
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