27 Oct 2020 07:00
27 October 2020
Bonhill Group plc
("Bonhill", the "Company" or the "Group")
Cancellation and Grant of Options
Bonhill Group plc (AIM: BONH), a leading B2B media business specialising in three key areas: Business Information, Events and Data & Analytics, announces that on 26 October 2020, it cancelled options over a total of 795,234 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") in respect of the below director, PDMR and certain members of its senior management team.
Name | Position Held | No. of options over Ordinary Shares cancelled | Total options held post-cancellation |
Simon Stilwell | Chief Executive Officer | 297,617 | 766,881 |
Lawrence Gosling | Editorial Director (PDMR) | 297,617 | 164,881 |
Senior management |
| 200,000 | - |
|
| 795,234 | 931,762 |
Following the cancellation of options over Ordinary Shares referred to above, on 26 October 2020 (the "Grant Date"), the Company also granted options ("New Options") over a total of 13,520,000 new Ordinary Shares to the following directors, PDMRs and its senior management team:
Name | Position Held | No. of options over Ordinary Shares granted | Total options held post-grant |
Simon Stilwell | Chief Executive Officer | 3,604,000 | 4,370,881 |
Sarah Thompson | Chief Financial Officer | 2,000,000 | 2,000,000 |
Lawrence Gosling | Editorial Director (PDMR) | 1,500,000 | 1,664,881 |
Senior management |
| 6,416,000 | 6,416,000 |
|
| 13,520,000 | 14,451,762 |
The New Options are being granted pursuant to the Company's Enterprise Management Incentive Share Option Scheme (EMI Scheme) and have an option price of 1p per Ordinary Share. The market value per Share on the Grant Date is 6.25p, being the closing mid-price per Ordinary Share on the last dealing day prior to the Grant Date ("Closing Price"). 50 per cent. of the New Options vest after year three and the remaining 50 per cent. vest after year four, in each case if certain performance conditions have been met.
The performance targets are expressed as a share price range in each year, with share prices adjusted in line with the Return Index for any dividend payments or capital adjustments which may occur over the period. A three-month averaging period will be used to each measurement date to ensure that performance will not be unduly impacted by very short-term volatility.
Third anniversary (applying to 50% of options under award) | ||
| Threshold | Maximum |
Share price | 15p | 27p |
Vesting | 0% | 100% |
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|
Fourth anniversary (applying to 50% of options under award) | ||
| Threshold | Maximum |
Share price | 20p | 35p |
Vesting | 0% | 100% |
No options will vest for performance below the threshold levels; vesting between threshold and maximum is on a straight-line basis. For the avoidance of doubt, the two portions of the awards (50% measured and vesting after three years, and 50% after four years) are measured independently: there is no retesting. Any shares which lapse due to performance after three years will not then be eligible to vest based on subsequent performance.
The Scheme target price thresholds require significant growth from the existing share price before the plan pays out:
· No value is delivered to participants for a share price below 15p after three years (140 per cent. growth from the Closing Price) or below 20p over four years (220 per cent. growth).
· In order for awards to vest in full, growth of 332 per cent. over three years (27p) and 460 per cent. over four years (35p) must be achieved.
In addition, new Ordinary Shares issued to the option holders pursuant to the exercise of New Options will have a minimum holding period of one year from their respective vesting date.
The award of the share options set out above to Simon Stilwell and Sarah Thompson (together the "Executive Directors") is deemed to be a related party transaction pursuant to the AIM Rules for Companies. The independent Directors of the Company, being Neil Sachdev, Non-Executive Chairman, Anne Donoghue, Non-Executive Director, and Jon Kempster, Non-Executive Director, consider having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the award of the share options to the Executive Directors is fair and reasonable so far as the shareholders of the Company are concerned.
Following the above cancellation of options and subsequent and grant of New Options, the Company has a total of 14,451,762 options in issue over Ordinary Shares, representing approximately 14.7 per cent. of the Company's issued share capital.
For further enquiries please contact:
Bonhill Group plc | +44 (0)20 7250 7035 |
Simon Stilwell, Chief Executive Sarah Thompson, Chief Financial Officer
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Shore Capital (Nominated Adviser and Joint Broker) | +44 (0)20 7408 4080 |
Tom Griffiths David Coaten
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Canaccord Genuity Limited (Joint Broker) Bobbie Hilliam Adam James Georgina McCooke
| +44 (0)20 7523 8000 |
Houston (PR Adviser) Alexander Clelland | +44 (0)20 3701 7660 |
About Bonhill Group plc
Bonhill Group plc is a leading, AIM-quoted, B2B media company providing Business Information, Events and Data & Insight propositions to Financial Services, Diversity and Technology business communities in 25 countries. Bonhill operates fifteen information websites, publishes three regular print titles, hosts 120 events per annum, offers a portfolio of data & analytics propositions and provides a range of content marketing solutions.
The business creates content, sales and marketing opportunities, networking events and transactional opportunities for its audiences of entrepreneurs, business owners and managers, CTOs & technology leaders, asset & wealth managers, and professional women, in addition to its sponsors, advertising clients and customers. Flagship brands include: InvestmentNews, Portfolio Adviser, Fund Selector Asia, What Investment, SmallBusiness.co.uk, GrowthBusiness.co.uk, Information Age, Women in… events series, and DiversityQ.
For more information visit www.bonhillplc.com