Last checked at 31 Mar 2020 13:15
31 March 2020
Boku, Inc.
("Boku" or the "Company" and, together with its subsidiaries, the "Group")
Vesting of Restricted Stock Units and PDMR Dealings
The Company announces that on 26 March 2020, restricted stock units ("RSUs") over 1,726,893 common shares of $0.0001 each in the Company ("Common Shares") vested for certain employees, including the PDMRs listed below, and ex-employees. This vesting triggered immediate tax liabilities that were satisfied by partial sales of the Common Shares. The net increases in shareholdings for the PDMRs are as follows:
Name | Role | Net shares acquired | Resultant shareholding | % of issued share capital |
Jon Prideaux | CEO | 21,999 | 2,615,923 | 1.020% |
Adam Lee | PDMR | 9,848 | 1,058,723 | 0.413% |
Mark Stannard | PDMR | 9,126 | 204,493 | 0.080% |
Mike Cahill | PDMR | 21,849 | 325,404 | 0.127% |
Mark Britto | Non-Executive Chairman | 29,257 | 9,053,372 | 3.529% |
The Company also announces that, on 26 March 2020, Mark Britto, Non-Executive Chairman, was issued 1,567,110 RSUs over Common Shares (the "Replacement RSUs"). These RSUs were issued to replace options over 2,052,457 Common Shares which were originally granted on 28 October 2016 and had an exercise price of USD$0.28 (the "Stock Options"). Mr. Britto was unable to exercise the Stock Options prior to their lapsing date of 15 March 2020 due to the Company being in a closed period ahead of the announcement of its audited preliminary financial results for the period ended 31 December 2019 ("Closed Period"). Accordingly, in order to replace the expired Stock Options, the Board, on the recommendation of the Board's Remuneration Committee, issued the Replacement RSUs on the expiry of the Closed Period. These Replacement RSUs have, in aggregate, the same economic value as the expired Stock Options and will vest on 1 September 2020 or within 10 days following the release of the Company's interim results for 2020.
Further details of the above transactions are detailed in the disclosure tables below.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 | (i) Jon Prideaux (ii) Adam Lee (iii) Mark Stannard (iv) Mike Cahill (v) Mark Britto | ||||||||||||
2. | Reason for the notification | |||||||||||||
a. | Position/status | (i) Chief Executive Officer (ii) Chief Product Officer (iii) Chief Business Officer, Payments (iv) Chief Operating Officer (v) 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 | Common Shares of $0.0001 each
USU7744C1063 | ||||||||||||
b. | Nature of the transaction | Acquisition of Common Shares, following vesting of restricted stock units under the 2009 and 2017 Equity Incentive Plans
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c. | Price(s) and volume(s) |
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d. | Aggregated information -Aggregated volume -Price
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N/A - single transactions as above in (c) | ||||||||||||
e. | Date of the transaction | 26/03/2020 | ||||||||||||
f. | Place of the transaction | Outside a trading venue | ||||||||||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||
a. | Name | (i) Jon Prideaux (ii) Adam Lee (iii) Mark Stannard (iv) Mike Cahill (v) Mark Britto
| ||||||||||||
2. | Reason for the notification | |||||||||||||
a. | Position/status | (i) Chief Executive Officer (ii) Chief Product Officer (iii) Chief Business Officer, Payments (iv) Chief Operating Officer (v) 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 | Common Shares of $0.0001 each
USU7744C1063 | ||||||||||||
b. | Nature of the transaction | Sale of sufficient Common Shares to meet tax liabilities as a condition of the vesting restricted stock units
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c. | Price(s) and volume(s) |
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d. | Aggregated information -Aggregated volume -Price
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N/A - single transactions as above in (c) | ||||||||||||
e. | Date of the transaction | 30/03/2020 | ||||||||||||
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
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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 | Common Shares of $0.0001 each
USU7744C1063 | ||||
b. | Nature of the transaction | Issue of restricted stock units
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c. | Price(s) and volume(s) |
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d. | Aggregated information -Aggregated volume -Price
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N/A - single transaction as above in (c) | ||||
e. | Date of the transaction | 26/03/2020 | ||||
f. | Place of the transaction | Outside a trading venue | ||||
Enquiries:
Boku, Inc. Jon Prideaux, Chief Executive Officer Keith Butcher, Chief Financial Officer
| +44 (0)20 3934 6630 |
Peel Hunt LLP (Nominated Adviser and Broker) Edward Knight / Nick Prowting / Christopher Golden |
+44 (0)20 7418 8900 |
IFC Advisory Limited (Financial PR & IR) Tim Metcalfe / Graham Herring / Florence Chandler |
+44 (0)20 3934 6630 |
Notes to Editors
Boku Inc. (AIM: BOKU) is one of the world's leading providers of carrier commerce and mobile identity solutions. Boku's technology platform, which is linked to more than 190 mobile network operators worldwide, verifies user identity, executes payments, and provisions new services, simplifying daily mobile interactions between consumers and digital organizations.
Boku's technology platform is used in over 59 countries with over 815 million verified transactions in 2019, contributing $5 billion to the digital economy. Businesses that currently employ Boku's platform to simplify sign-up, acquire new paying users and prevent fraud include global leaders such as Apple, Discover, Experian, Facebook, Fiserv, Google, Microsoft, Netflix, PayPal, Sony, Spotify, Uber and Western Union.
Boku Inc. was incorporated in 2008 and is headquartered in London, UK, with offices in various locations globally including in the US, Mumbai, Munich, Beijing, Paris, Sao Paulo, Singapore, Taipei, and Tokyo.
To learn more about Boku Inc., please visit: https://www.boku.com