Last checked at 5 Sep 2018 07:00
5 September 2018
Boku, Inc.
("Boku" or the "Company" and, together with its subsidiaries, the "Group")
Grant of Performance-based Restricted Stock Units and Restricted Stock Units
The Company announces that after the close of trading on 4 September 2018 (the "Grant Date") it granted 1,766,400 performance-based restricted stock units ("PRSUs") and 2,569,889 restricted stock units ("RSUs") over common shares of $0.0001 each in the Company ("Common Shares") to executive directors, executives, employees and non-executive directors, under the Company's 2017 Equity Incentive Plan.
In its 2017 Annual Report, Boku stated that the Company's Remuneration Committee sees long term incentives as an important part of the remuneration of executives, to align them with shareholders and reward them for strong performance, and that it intended to make awards to executives during the first half of 2018, and on an annual basis thereafter.
PRSUs were granted to executive directors and executives of the Company as set out in the table below:
Name | Role | PRSUs |
Jon Prideaux | Chief Executive Officer | 350,000 |
Stuart Neal | Chief Financial Officer | 400,000 |
Adam Lee | Chief Revenue Officer | 260,000 |
Mike Cahill | Chief Operating Officer | 300,000 |
Total: | 1,310,000 | |
The PRSUs granted to the executives and executive directors will vest over Common Shares three years from the award date subject to the meeting of an adjusted EBITDA per share performance target for the year ending 31 December 2020. The PRSUs will expire five years from the Grant Date.
A further 456,400 PRSUs and 2,441,566 RSUs will also be granted to other employees across the Group. The PRSUs are subject to similar performance conditions and vesting date as the awards to executives. One third of the RSUs will vest on the first trading day in April 2019 with the balance vesting over the following two years.
Boku will also grant RSUs to the non-executive directors of the Company to support retention and align the interests of these directors with those of the Company's shareholders. Richard Hargreaves, Keith Butcher and Mark Britto have been granted 38,462, 38,462 and 51,399 RSUs, respectively. The RSUs granted to the non-executive directors will vest on 20 November 2020, subject to each non-executive director having attended (in accordance with the Company's certificate of incorporation and bylaws) eighty percent or more of the board meetings which take place from the Grant Date to (and including) 20 November 2020. The RSUs will expire five years from their Grant Date.
Further details of the grants are disclosed in the table below.
Enquiries:
Boku, Inc. Jon Prideaux, Chief Executive Officer Stuart Neal, Chief Financial Officer | +44 (0)20 3934 6630 |
Peel Hunt LLP (Nominated Adviser and Broker) Edward Knight / Nick Prowting | +44 (0)20 7418 8900 |
IFC Advisory Limited (Financial PR & IR) Tim Metcalfe / Heather Armstrong / Florence Chandler | +44 (0)20 3934 6630 |
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a. | Name | Jon Prideaux | ||||
2. | Reason for the notification | |||||
a. | Position/status | Chief Executive Officer and 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 | Boku, Inc. | ||||
b. | LEI | 549300Y4P2ZPFKCZ0C60 | ||||
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 | Performance-based restricted stock units over Common Shares of $0.0001 each
USU7744C1063 | ||||
b. | Nature of the transaction | Grant of restricted stock units | ||||
c. | Price(s) and volume(s) |
| ||||
d. | Aggregated information · Aggregated volume · Price
|
N/A - single transaction | ||||
e. | Date of the transaction | 4 September 2018 | ||||
f. | Place of the transaction | London Stock Exchange (XLON); AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a. | Name | Stuart Neal | ||||
2. | Reason for the notification | |||||
a. | Position/status | Chief Financial Officer and 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 | Boku, Inc. | ||||
b. | LEI | 549300Y4P2ZPFKCZ0C60 | ||||
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 | Performance-based restricted stock units over Common Shares of $0.0001 each
USU7744C1063 | ||||
b. | Nature of the transaction | Grant of restricted stock units | ||||
c. | Price(s) and volume(s) |
| ||||
d. | Aggregated information · Aggregated volume · Price
|
N/A - single transaction | ||||
e. | Date of the transaction | 4 September 2018 | ||||
f. | Place of the transaction | London Stock Exchange (XLON); AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a. | Name | Adam Lee | ||||
2. | Reason for the notification | |||||
a. | Position/status | Chief Revenue Officer | ||||
b. | Initial notification / Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a. | Name | Boku, Inc. | ||||
b. | LEI | 549300Y4P2ZPFKCZ0C60 | ||||
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 | Performance-based restricted stock units over Common Shares of $0.0001 each
USU7744C1063 | ||||
b. | Nature of the transaction | Grant of restricted stock units | ||||
c. | Price(s) and volume(s) |
| ||||
d. | Aggregated information · Aggregated volume · Price
|
N/A - single transaction | ||||
e. | Date of the transaction | 4 September 2018 | ||||
f. | Place of the transaction | London Stock Exchange (XLON); AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a. | Name | Mike Cahill | ||||
2. | Reason for the notification | |||||
a. | Position/status | Chief Operating Officer | ||||
b. | Initial notification / Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a. | Name | Boku, Inc. | ||||
b. | LEI | 549300Y4P2ZPFKCZ0C60 | ||||
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 | Performance-based restricted stock units over Common Shares of $0.0001 each
USU7744C1063 | ||||
b. | Nature of the transaction | Grant of restricted stock units | ||||
c. | Price(s) and volume(s) |
| ||||
d. | Aggregated information · Aggregated volume · Price
|
N/A - single transaction | ||||
e. | Date of the transaction | 4 September 2018 | ||||
f. | Place of the transaction | London Stock Exchange (XLON); AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a. | Name | Richard Hargreaves | ||||
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 | Boku, Inc. | ||||
b. | LEI | 549300Y4P2ZPFKCZ0C60 | ||||
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 | Restricted stock units over Common Shares of $0.0001 each
USU7744C1063 | ||||
b. | Nature of the transaction | Grant of restricted stock units | ||||
c. | Price(s) and volume(s) |
| ||||
d. | Aggregated information · Aggregated volume · Price
|
N/A - single transaction | ||||
e. | Date of the transaction | 4 September 2018 | ||||
f. | Place of the transaction | London Stock Exchange (XLON); AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a. | Name | Mark Britto | ||||
2. | Reason for the notification | |||||
a. | Position/status | Non-executive Chairman | ||||
b. | Initial notification / Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a. | Name | Boku, Inc. | ||||
b. | LEI | 549300Y4P2ZPFKCZ0C60 | ||||
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 | Restricted stock units over Common Shares of $0.0001 each
USU7744C1063 | ||||
b. | Nature of the transaction | Grant of restricted stock units | ||||
c. | Price(s) and volume(s) |
| ||||
d. | Aggregated information · Aggregated volume · Price
|
N/A - single transaction | ||||
e. | Date of the transaction | 4 September 2018 | ||||
f. | Place of the transaction | London Stock Exchange (XLON); AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a. | Name | Keith Butcher | ||||
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 | Boku, Inc. | ||||
b. | LEI | 549300Y4P2ZPFKCZ0C60 | ||||
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 | Restricted stock units over Common Shares of $0.0001 each
USU7744C1063 | ||||
b. | Nature of the transaction | Grant of restricted stock units | ||||
c. | Price(s) and volume(s) |
| ||||
d. | Aggregated information · Aggregated volume · Price
|
N/A - single transaction | ||||
e. | Date of the transaction | 4 September 2018 | ||||
f. | Place of the transaction | London Stock Exchange (XLON); AIM | ||||
Notes to Editors
Incorporated in 2008, Boku is the leading independent direct carrier billing company in the world. Boku's technology enables mobile phone users, of which there are more than five billion worldwide, to buy goods and services and charge them to their mobile phone bill or pre-pay balance.
Boku's platform connects its customers, including Apple, Google, Facebook, Microsoft, Spotify and Sony, with billing, identity and sales systems of mobile network operators. The Group's technology makes a consumer's mobile phone number a convenient and secure payment method, providing an alternative to credit and debit cards. By using Boku, merchants take people with mobile phones and make them paying users.