1 Oct 2020 07:00
1 October 2020
Arena Events Group plc
("Arena", the "Company" or the "Group")
Grant of Options
Arena Events Group plc, the integrated event solutions business, announces that options (the "Options") over a total of 21,250,000 new Ordinary shares with a nominal value of 1p each in the capital of the Company ("Ordinary Shares") have been granted pursuant to the Arena 2020 Share Option Plan. The Options will, subject to the Performance Condition, vest on the third anniversary of the date of grant of the Options.
Background
As set out at the time of the Company's audited results announcement in July, the business has had to make rapid and dramatic changes to its operations in response to the almost total cessation of large-scale events across the globe as a result of the COVID-19 pandemic. The support of colleagues throughout this challenging period has been invaluable during which time the Company, unfortunately, has required them to shoulder some of the financial pain being experienced across the industry. Almost without exception, staff have accepted voluntary salary sacrifices and since March the senior leadership team have foregone between 25% and 50% of their salary each month. This is currently continuing as a 30% reduction as the timeline to mass gatherings appears sadly to be elongated.
Against this background the Remuneration Committee is keen to ensure retention and ongoing incentivisation through a revised Option Plan which reflects not only this sacrifice but also the benefit that recovery will bring. Importantly, these incentives are materially weighted to the creation of substantial shareholder value beyond any modest increase from the current equity value.
Performance Condition
Following consultation with major shareholders, the Remuneration Committee is pleased to have their support for a stretching incentive scheme which is simple to measure, ensures shareholders are rewarded for their investment and creates strong alignment between all parties.
The cost payable upon exercise of any Option is 1p per Ordinary Share. No Options will be capable of being exercised for a period of three years from grant, unless a change of control occurs (the "Vesting Date"), and Options will only vest to the extent that the Performance Condition is met.
The Performance Condition sets out that Options will only begin to vest if the share price on the Vesting Date, as calculated below, exceeds 5p. Thereafter 25% of the options will vest if the share price increases to 15p and the Options will vest in full if the share price is at or above 30p with straight-line vesting between the respective points. As such, in order to achieve full vesting, the management team will need to increase the share price by 500% from the current price of 5p, equating to a compound annual growth rate of 82%. The criteria will be measured by reference to the volume-weighted average share price in the 30-day period preceding the Vesting Date.
The Remuneration Committee considered the introduction of broader operating metrics but given the uncertainty as to the timing of a normalised operating environment and therefore the current lack of public forecasts, the restoration of shareholder value is the most appropriate and simplest metric.
Other information:
All recipients of new awards have waived any entitlement to historic awards.
At the maximum vesting, the Options represent, in aggregate, 8.58% of the existing issued share capital of the Company and have been awarded to a number of employees of the Company, including the two Executive Directors and two further persons discharging managerial responsibilities ("PDMRs").
Following these grants, the Company has a total of 22,456,727 unvested options pursuant to the Arena 2017 Share Option Plan and the Arena 2020 Share Option Plan, equating to approximately 9.07% of the existing issued share capital of the Company.
Following this grant of Options, the Executive Directors and PDMRs hold the following Ordinary Shares and Options:
Name | Role | Grant of Options over Ordinary Shares | Total number of Options over Ordinary Shares | Interest in existing issued Ordinary Shares |
Greg Lawless | Chief Executive Officer | 6,000,000 | 6,000,000 | 9,924,088 |
Steve Trowbridge | Chief Financial Officer | 5,000,000 | 5,000,000 | 185,185 |
Paul Berger | PDMR | 3,500,000 | 3,500,000 | 507,523 |
Jon Tabeling | PDMR | 1,200,000 | 1,200,000 | NIL |
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Greg Lawless | ||||
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
| Arena Events Group plc | ||||
b)
| LEI
| 213800Z94NF6F4C9AD43 | ||||
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 | Share options for ordinary shares of 1p each
GB00BF0HYJ24
| ||||
b)
| Nature of the transaction
| Grant of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction | ||||
e)
| Date of the transaction
| 30 September 2020 | ||||
f)
| Place of the transaction
| London Stock Exchange (AIM) | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Steve Trowbridge | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Chief Financial Officer
| ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Arena Events Group plc | ||||
b)
| LEI
| 213800Z94NF6F4C9AD43 | ||||
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 | Share options for ordinary shares of 1p each
GB00BF0HYJ24
| ||||
b)
| Nature of the transaction
| Grant of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction | ||||
e)
| Date of the transaction
| 30 September 2020 | ||||
f)
| Place of the transaction
| London Stock Exchange (AIM) | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Paul Berger | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| PDMR
| ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Arena Events Group plc | ||||
b)
| LEI
| 213800Z94NF6F4C9AD43 | ||||
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 | Share options for ordinary shares of 1p each
GB00BF0HYJ24
| ||||
b)
| Nature of the transaction
| Grant of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction | ||||
e)
| Date of the transaction
| 30 September 2020 | ||||
f)
| Place of the transaction
| London Stock Exchange (AIM) | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Jon Tabeling | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| PDMR
| ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Arena Events Group plc | ||||
b)
| LEI
| 213800Z94NF6F4C9AD43 | ||||
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 | Share options for ordinary shares of 1p each
GB00BF0HYJ24
| ||||
b)
| Nature of the transaction
| Grant of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction | ||||
e)
| Date of the transaction
| 30 September 2020 | ||||
f)
| Place of the transaction
| London Stock Exchange (AIM) | ||||
Enquiries:
Arena Events Group plc
Greg Lawless, CEO (contact via Alma)
Steve Trowbridge, CFO
Cenkos Securities (Nomad & Broker)
Max Hartley (Corporate Finance) 0207 397 8900
Julian Morse (Sales)
Alma PR (Financial PR)
John Coles, Josh Royston, Helena Bogle 0203 405 0205
About Arena Events Group plc
Arena Events Group plc (www.arenagroup.com) is a provider of temporary physical structures, seating, ice rinks furniture and interiors. The Group has operations across the UK, the US, the Middle East, and Asia and current clients include Wimbledon Tennis Championships, The Open, the PGA European Tour and Ryder Cup.
The Group services major sporting, outdoor and leisure events, providing a managed solution from concept and design through to the construction and integration of the final structure and interior. Contracts range in size and complexity from simple equipment rental for a local outdoor event, to an integrated solution of multiple structures and interiors for a major international sporting event.