EVRH.L Regulatory News (EVRH)

EVR Holdings plc

('EVR' or the 'Company')

Exercise of Employee Options and Warrants and Creation of New Staff Incentive Option Pool

EVR Holdings plc (AIM: EVRH), one of the leading creators of virtual reality entertainment content, announces that it has received notices of exercise of warrants over 5,433,811 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") at a price of 1.85 pence per share. In addition, it has also received notice from current employees to exercise options over an aggregate of 478,908 Ordinary Shares under the EVR Holdings PLC 2016 Enterprise Management Incentive Plan.

The aggregate gross proceeds of these exercises amount to £105,793.50.

Following the warrant exercise, the number of warrants outstanding are as follows:

Following the Option exercise, the number of options outstanding are as follows:

In addition to the above, on 21 June 2019 the Company announced that it had entered into an option agreement with the John Gore Organization which provides for the subscription of the equivalent of $10 million of new Ordinary Shares at a price to be determined at the time of exercise which would value the Company's issued equity share capital at approximately £220 million. The exercise period for this option will expire on 31 December 2019.

The Company has made an application for the 5,912,719 new Ordinary Shares, to be issued and allotted as a result of the warrant exercises set out above, and be admitted to trading on AIM. Admission is expected to occur at 8.00 a.m. on 22 October 2019. The 5,912,719 new Ordinary Shares will rank pari passu with the existing Ordinary Shares.

For the purpose of the Disclosure and Transparency Rules, following the admission of 5,912,719 new Ordinary Shares, the Company's total issued ordinary share capital will consist of 1,428,663,196 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.

In addition, as part of a program to incentivise performance and align the interests of staff and key stakeholders with those of shareholders, the Company announces that it has resolved to establish a Share Option Scheme over up to 30m Ordinary Shares, to be issued to existing employees and utilised in the event of further appointments, and to issue further options over 8m Ordinary Shares to certain identified corporate ambassadors and key stakeholders. The exercise price of the options granted under the option pool will be 5.225p per Ordinary Share and will expire on the 10th anniversary of the date of grant (subject to vesting conditions). The exercise price of the 8m options granted to ambassadors and key stakeholders is 5.225p per Ordinary Share and will expire on the 5th anniversary of the date of grant (subject to vesting conditions).

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