BILB.L Regulatory News (BILB)

24 December 2020

Bilby Plc ("the Company")

Establishment of a Joint Share Ownership Plan

Acquisition by Director of an award of Joint Ownership Interests and Issue of Shares under Joint Share Ownership Plan

Bilby Plc (AIM: BILB), a leading supplier of gas heating, electrical and building services, is pleased to announce the establishment of The Bilby Employees' Joint Share Ownership Plan ("the Plan"). The Plan is designed with a view to encouraging a direct interest in shares by senior employees on terms which provide an incentive to focus on share price growth. This is achieved by the participant's interest being limited to growth in share values in excess of a carry charge as set out below.

The maximum amount of Ordinary Shares which may be issued under the Plan, and including pursuant to any other Bilby employees' share schemes, shall not exceed 15 per cent of the issued share capital of the Company on the day of such issue. The rules of the Plan contain customary malus and clawback provisions. 

The first issue of Ordinary Shares was made under the Plan on 21st December 2020 of 250,000 new ordinary shares of 10 pence each in the Company ("Ordinary Shares"), representing 0.42 per cent. of the enlarged issued share capital of the Company. The 250,000 Ordinary Shares have been issued at a subscription price of 26 pence per Ordinary Share, being the closing price of an Ordinary Share in the Company on 18 December 2020, pursuant to the Plan.

The 250,000 Ordinary Shares have been issued into the respective joint beneficial ownership of (i) David Bullen and (ii) the trustee of The Bilby Employees' Share Trust ("the Trust") upon and subject to the terms of joint ownership agreements ("JOAs") respectively entered into between the Mr Bullen, the Company and RBC cees Trustees Limited as trustee of the Trust ("the Trustee"). The subscription price has been paid by the Trust out of funds advanced to it by the Company.

The terms of the JOAs provide, inter alia, that if jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that the participating Director receives an amount equal to any growth in the market value of the Jointly Owned Shares above the initial market value (26 pence per Ordinary Share), less a "carrying cost" (equivalent to simple interest at 3 per cent per annum on the initial market value) and the Trust receives the initial market value of the jointly owned shares plus the carrying cost. The Jointly Owned Shares will become vested if the participant remains with the Company for a minimum period of 3 years. In the event of a fall in the share price between the date of issue and vesting (or increases by less than the carrying cost) and the shares are sold, participating employees would be limited to a nominal participation in the sale proceeds at that share price.

Application has been made to the London Stock Exchange for the 250,000 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 30 December 2020.

Following Admission, the beneficial interests held by David Bullen will be:

The Company advises that, following Admission, the issued share capital of the Company will be 58,971,845 Ordinary Shares with one voting right each. The Company does not hold any shares in treasury.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

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