10 Mar 2020 07:00
10 March 2020
CentralNic Group plc
("CentralNic" or the "Company")
(AIM: CNIC)
Share Awards and exercise of Options
CentralNic announces that on 10 March 2020 it has made awards over ordinary shares of £0.001 each ("Ordinary Shares") under the CentralNic Group plc Long Term Incentive Plan and the CentralNic Group plc Share Option Plan (the "LTIP" and "SOP") to Group employees including persons discharging managerial responsibilities ("PDMRs") of CentralNic ("Awards").
Grant of Awards
PDMR | Type of Award | Number of Ordinary Shares subject to Award | Exercise Price | |
Ben Crawford | LTIP Award | 3,024,656 | Nil | |
Don Baladasan | LTIP Award | 2,638,356 | Nil | |
Michael Riedl | LTIP Award | 2,079,450 | Nil | |
Michael Riedl | LTIP Award | 159,748 | Nil | |
Iain McDonald | SOP Award | 500,000 | Nil | |
The structure of the Awards is designed as a program of awards over a five year period ("Award Period") which the Board believes will reward and incentivise the Executives to deliver further sustainable and managed growth for the Company, as well as providing a strong retention tool. The Awards will be subject to stretching performance targets based on total shareholder return and EBITDA growth. Subject to achievement of these targets and their remaining in employment with CentralNic, the Awards vest in three separate tranches as set out in the table below. The base pricing for all targets are calculated at the average share price for the three months to January 1 each year.
| Award Period | FY20 | FY21 | FY22 | FY23 | FY24 | Total |
Ben Crawford | |||||||
Tranche 1 | 3 years ended Dec 22 | 336,073
| 336,073
| 336,073
| 1,008,219
| ||
Tranche 2 | 3 years ended Dec 23 | 336,073
| 336,073
| 336,073
| 1,008,219
| ||
Tranche 3 | 3 years ended Dec 24 | 336,073
| 336,073
| 336,072
| 1,008,218
| ||
Don Baladasan |
|
|
|
|
|
| |
Tranche 1 | 3 years ended Dec 22 | 293,151
| 293,151
| 293,150
| 879,452
| ||
Tranche 2 | 3 years ended Dec 23 | 293,151
| 293,151
| 293,150
| 879,452
| ||
Tranche 3 | 3 years ended Dec 24 | 293,151
| 293,151
| 293,150
| 879,452
| ||
Michael Riedl |
|
|
|
|
|
| |
Tranche 1 | 3 years ended Dec 22 | 231,050
| 231,050
| 231,050
| 693,150
| ||
Tranche 2 | 3 years ended Dec 23 | 231,050
| 231,050
| 231,050
| 693,150
| ||
Tranche 3 | 3 years ended Dec 24 | 231,050
| 231,050
| 231,050
| 693,150
| ||
The SOP Award granted to Iain McDonald will vest three years from the date of grant of the option (subject to the rules of the SOP).
The Awards granted to certain other participants were granted as nil-cost options under the terms of the LTIP and/or the SOP (as relevant) over a total of 1,935,834 Ordinary Shares. The Awards under the LTIP and SOP, including the second LTIP option awarded to Michael Riedl under his original contract from 2018, vest in three tranches, on the first, second and third anniversaries of the date of grant subject to the continued service of the Award holder.
Exercise of Options
CentralNic further announces the exercise by the following PDMR of share options previously granted by the Company ("Options):
PDMR | Number of Ordinary Shares acquired on exercise of Options | Date of grant of Option |
Michael Riedl | 48,611 | 1 August 2019 |
The table below summarising the total number of Ordinary Shares under options held by the Directors as at the date of this announcement:
Director | Number of Ordinary Share subject to options | Vesting date | Exercise price per Ordinary Share | |
Ben Crawford | 1,316,000 | 1 September 2016 | £0.10 | |
Ben Crawford | 850,000 | 1 September 2016 | £0.57 | |
Ben Crawford | 2,500,000 | 16 July 2021 | Nil | |
Ben Crawford | 1,008,219 | 1 March 2021 - 1 March 2023 | Nil | |
Ben Crawford | 1,008,219 | 1 March 2022 - 1 March 2024 | Nil | |
Ben Crawford | 1,008,218 | 1 March 2023 - 1 March 2025 | Nil | |
Don Baladasan | 2,000,000 | 16 July 2021 | Nil | |
Don Baladasan | 879,452 | 1 March 2021 - 1 March 2023 | Nil | |
Don Baladasan | 879,452 | 1 March 2022 - 1 March 2024 | Nil | |
Don Baladasan | 879,452 | 1 March 2023 - 1 March 2025 | Nil | |
Thomas Rickert | 88,000 | 2 September 2016 | £0.57 | |
Thomas Rickert | 350,000 | 3 February 2019 | £0.40 | |
Tom Pridmore | 88,000 | 2 September 2016 | £0.57 | |
Tom Pridmore | 350,000 | 3 February 2019 | £0.40 | |
Mike Turner | 750,000 | 15 September 2018 | £0.40 | |
Iain McDonald | 350,000 | 26 October 2018 | £0.40 | |
Iain McDonald | 500,000 | 10 March 2023 | Nil | |
Michael Riedl | 97,222 | 1 January 2022 | Nil | |
Michael Riedl | 159,748 | 1 January 2023 | Nil | |
Michael Riedl | 693,150 | 1 March 2021 - 1 March 2023 | Nil | |
Michael Riedl | 693,150 | 1 March 2022 - 1 March 2024 | Nil | |
Michael Riedl | 693,150 | 1 March 2023 - 1 March 2025 | Nil | |
A total number of 21,963,449 Ordinary Shares are held under options granted to all employees and Directors of the CentralNic group.
Issue of Ordinary Shares
CentralNic further announces that it has issued and allotted 3,138,356 Ordinary Shares in connection with awards previously made in order to satisfy these Awards and which will be held jointly by the participant and RBC Cees Trustee Limited ("RBC") the trustee of the CentralNic Employee Benefit Trust ("EBT"). All dividend and voting rights attaching to these Ordinary Shares are waived whilst unvested.
PDMR | Date of grant of Award | Number of Ordinary Shares subject to Award |
Don Baladasan | 10 March 2020 | 2,638,356 |
Iain McDonald | 10 March 2020 | 500,000 |
Application has been made to the London Stock Exchange for the admission of the Ordinary Shares which are expected to be admitted to trading on 13 March 2020. Following the admission, the Company will have 188,843,484 Ordinary Shares in issue.
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 | Ben Crawford | ||||
2 | Reason for the notification | |||||
a) | Position/status | CEO | ||||
b)
| Initial notification /Amendment | Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | CentralNic Group plc | ||||
b) | LEI | 213800M4IINBWMXEKV82 | ||||
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 | Ordinary shares of £0.001
GB00BCCW4X83 | ||||
b) | Nature of the transaction | Grant of a nil-cost option under the LTIP | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | N/A - single transaction | ||||
e) | Date of the transaction | 10 March 2020 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Don Baladasan | ||||
2 | Reason for the notification | |||||
a) | Position/status | Group Managing Director | ||||
b)
| Initial notification /Amendment | Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | CentralNic Group plc | ||||
b) | LEI | 213800M4IINBWMXEKV82 | ||||
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 | Ordinary shares of £0.001
GB00BCCW4X83 | ||||
b) | Nature of the transaction | Issue of a nil-cost award under the LTIP | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | N/A - single transaction | ||||
e) | Date of the transaction | 10 March 2020 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Michael Riedl | ||||
2 | Reason for the notification | |||||
a) | Position/status | CFO | ||||
b)
| Initial notification /Amendment | Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | CentralNic Group plc | ||||
b) | LEI | 213800M4IINBWMXEKV82 | ||||
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 | Ordinary shares of £0.001
GB00BCCW4X83 | ||||
b) | Nature of the transaction | Grant of a nil-cost options under the LTIP | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | N/A - single transaction | ||||
e) | Date of the transaction | 10 March 2020 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
a) | Name | Michael Riedl | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | CFO | ||||||
b)
| Initial notification /Amendment | Initial notification | ||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | CentralNic Group plc | ||||||
b) | LEI | 213800M4IINBWMXEKV82 | ||||||
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 | Ordinary shares of £0.001
GB00BCCW4X83 | ||||||
b) | Nature of the transaction | Exercise of share options and sale of resulting Shares | ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information - Aggregated volume - Price | N/A - single transaction | ||||||
e) | Date of the transaction | 10 March 2020 | ||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Iain McDonald | ||||
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 | CentralNic Group plc | ||||
b) | LEI | 213800M4IINBWMXEKV82 | ||||
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 | Ordinary shares of £0.001
GB00BCCW4X83 | ||||
b) | Nature of the transaction | Grant of joint ownership interest in ordinary shares in connection with option granted on 10 March 2020 | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | N/A - single transaction | ||||
e) | Date of the transaction | 10 March 2020 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
For further information:
CentralNic Group Plc Ben Crawford, Chief Executive Officer Don Baladasan, Group Managing Director Michael Riedl, Group Financial Director |
Tel: +44 (0) 203 388 0600 |
Zeus Capital Limited (NOMAD and Joint Broker) Nick Cowles / Jamie Peel (Corporate Finance) John Goold / Rupert Woolfenden (Institutional Sales) |
Tel: +44 (0) 161 831 1512 Tel: +44 (0) 20 3829 5000
|
Stifel (Joint Broker) Fred Walsh / Neil Shah / Alex Price |
Tel: +44 (0)20 7710 7600 |
Newgate Communications (for Media) Bob Huxford Tom Carnegie |
Tel: +44 (0) 203 757 6880 centralnic@newgatecomms.com |