Last checked at 12 Jul 2019 07:00
For Immediate Release | 12 July 2019 |
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boohoo group plc
("boohoo" or the "Company" and together with its subsidiaries the "Group" or "boohoo group")
CEO Growth Share Plan Update and Grant of Option
boohoo group plc (AIM: BOO), a leading online fashion group, announces that John Lyttle, Chief Executive Officer, has subscribed for 195 A ordinary shares of 1 pence each ("A Ordinary Shares") in boohoo holdings limited, an intermediary holding company of the Group, as part of a Growth Share Plan ("the Plan") initially disclosed to the market on 17 September 2018.
John has also been granted a further share option award ("the CSA") in line with the previous disclosure in the annual report and accounts. The CSA takes the form of a nil cost option over 357,446 ordinary shares of 1 pence each in boohoo group plc (valued at £637,326, based on the closing price of the Company's shares on 14 March 2019) and is granted as part of his compensation award for the loss of short and long-term incentive awards which lapsed on leaving his previous employment. This award will only vest if John remains as CEO up to 15 March 2020.
Plan summary
As previously announced the value of the award under the Plan is directly linked to the creation of significant growth in shareholder value as set out below:
· The value of the award will be determined by the compound annual growth rate ("CAGR") in market capitalisation of the Group over the five year period starting on the date John joined as CEO, 15 March 2019 ("the Period").
· The CAGR will be calculated using a base market capitalisation of £2.037bn, being the market capitalisation on the date of the announcement on 17 September 2018 that John would be joining the Group.
· The value of the award under the Plan is capped at £50m of gross value before tax in the event of achieving CAGR of at least 23% at the end of the Period. CAGR of less than 10% yields nil value.
· The Plan provides for adjustments to be made for increases in market capitalisation arising from corporate events, such as the issue of shares for acquisitions, so that the benefits derived from the Plan only arise from organic growth and the Plan also provides clawback provisions which allow repayment in defined circumstances.
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
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a)
| Name
| John Lyttle
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2
| Reason for the notification
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a)
| Position/status
| Chief Executive Officer | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| · boohoo holdings limited · boohoo group plc | |||
b)
| LEI
| · n/a · 213800SZF3KFCECWY243 | |||
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
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a)
| Description of the financial instrument, type of instrument | · A ordinary shares of 1p in boohoo holdings limited under the Plan · Option in ordinary shares of 1p in boohoo group plc under the CSA
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Identification code | ISIN: JE00BG6L7297 | ||||
b)
| Nature of the transaction
| · Subscription of shares as part of the Plan · Grant of Conditional Share Option as part of the CSA | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
- | 357,466 ordinary shares in boohoo group plc pursuant to the CSA
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£250,000 | 195 A ordinary shares in boohoo holdings limited pursuant to the Plan | ||||
d)
| Aggregated information | ||||
- Aggregated volume | N/A | ||||
- Price | |||||
e)
| Date of the transaction
| · 11 July 2019 · 11 July 2019 | |||
f)
| Place of the transaction
| · Off market · Off market | |||
Enquiries |
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boohoo group plc |
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Neil Catto, Chief Financial Officer | Tel: +44 (0)161 233 2050 |
Alistair Davies, Investor Relations | Tel: +44 (0)161 233 2050 |
Clara Melia, Investor Relations | Tel: +44 (0)20 3289 5520 |
Zeus Capital - Nominated adviser and joint broker | |
Nick Cowles/Andrew Jones (Corporate Finance) | Tel: +44 (0)161 831 1512 |
John Goold/Benjamin Robertson (Corporate Broking) | Tel: +44 (0)20 3829 5000 |
Jefferies Hoare Govett - Joint broker | |
Philip Noblet/ Max Jones | Tel: +44 (0)20 7029 8000 |
Buchanan - Financial PR adviser | boohoo@buchanan.uk.com |
Richard Oldworth/ Sophie Wills/ Maddie Seacombe | Tel: +44 (0)20 7466 5000 |
About boohoo group plc
"Leading the fashion eCommerce market"
Founded in Manchester in 2006, boohoo is an inclusive and innovative brand targeting young, value-orientated customers. For 13 years, boohoo has been pushing boundaries to bring its customers up-to-date and inspirational fashion, 24/7. boohoo has grown rapidly in the UK and internationally, expanding its offering with range extensions into menswear, through boohooMAN.
In early 2017 the group extended its customer offering through the acquisitions of the vibrant fashion brand PrettyLittleThing, and free-thinking brand Nasty Gal and in March 2019 acquired the Miss Pap brand. United by a shared customer value proposition, our brands design, source, market and sell great quality clothes, shoes and accessories at unbeatable prices. This investment proposition has helped us grow from a single brand, into a major multi-brand online retailer, leading the fashion eCommerce market for 16 to 30-year-olds around the world. As at 28th February 2019, the boohoo group had around 13 million active customer accounts across all its brands around the world.