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Director/PDMR Dealings and Grant of Options

28 Jan 2021 07:00

RNS Number : 1342N
Immotion Group PLC
28 January 2021
 

Immotion Group plc

 

("Immotion", the "Company" or the "Group")

 

Director/PDMR Dealings and Grant of Options

Immotion Group (AIM:IMMO) announces the following Director/PDMR dealings in the shares of the Company resulting from the distribution of shares in the Company held by M Capital Ventures Limited (in members' voluntary liquidation) acting by its Liquidator to its shareholders and the grant of share options by the Group as previously announced on 19 November 2020.

Samuel Higginson, the Group's Marketing Director and person closely associated with Martin Higginson (the Group's CEO) received 738,590 Ordinary Shares in respect of shares distributed by M Capital Ventures Limited (in members' voluntary liquidation) acting by its Liquidator. Following this distribution, Samuel Higginson's total holding is 17,694,330, representing 4.32% of the Group's issued share capital. Following this distribution, the Higginson family holding is 41,721,275, representing 10.19% of the Group's issued share capital.

David Marks, the Finance Director of the Group, received 25,083 Ordinary Shares in respect of shares distributed by M Capital Ventures Limited (in members' voluntary liquidation) acting by its Liquidator. Following this distribution, David Marks' total holding is 10,292,663 representing 2.51% of the Group's issued share capital.

Sir Robin Miller, a Non-Executive Chairman of the Group, received 34,976 Ordinary Shares in respect of shares distributed by M Capital Ventures Limited (in members' voluntary liquidation) acting by its Liquidator. Following this distribution, Sir Robin Miller's total holding is 385,000 representing 0.09% of the Group's issued share capital.

Additionally, as previously announced on 19 November 2020, in which the Company stated its intention to cancel the original options scheme and grant new options, the Company confirms that this has now been fully documented with deeds of surrender and grant entered into by Directors, PDMRs and its senior management team. The Company confirms options over a total of 55,981,867 new ordinary shares ("New Options") have been granted in the amounts set out in the announcement of 19 November 2020, as further disclosed below:

Name

Position Held

No. of options over Ordinary Shares granted

Total options held post-grant

Martin Higginson

Chief Executive Officer

16,130,369

16,130,369

David Marks

Group Finance Director

10,437,297

10,437,297

Rodney Findley

Group Commercial Director

10,437,297

10,437,297

Ian Hetherington

Chairman, Immotion Studios

7,590,762

7,590,762

Daniel Wortley

Group Head of Finance

3,795,380

3,795,380

Arek Antoniak

Director of Operations

2,846,536

2,846,536

Other senior management

 

4,744,226

4,744,226

 

 

55,981,867

55,981,867

 

The New Options have been granted pursuant to the Company's Share Option Scheme and have an exercise price of 2.5 pence per Ordinary Share.

One-third of Rod Findley's New Options (equating to 3,479,099 New Options) will vest and be capable of exercise 12 months* from the issue date in recognition of his achievement in growing the Partner business.

The remainder of the New Options will vest and be capable of exercise as follows, based on the attainment of share price hurdles as follows (in each case for not less than 20 consecutive days):

Tranche

Proportion of New Options in Tranche

Vesting Criteria

1

33.33%

The later of:

(i) 12 months from the issue date*; and

(ii) The 20th consecutive day whereby the volume-weighted average price ("VWAP") of the Company's shares is 5 pence or greater 

2

33.33%

The later of:

(i) 12 months from the issue date*; and

(ii) The 20th consecutive day whereby the VWAP of the Company's shares is 7.5 pence or greater

3

33.33%

The later of:

(i) 12 months from the issue date*; and

(ii) The 20th consecutive day whereby the VWAP of the Company's shares is 10 pence or greater

*None of the New Options are exercisable within the first 12 months from the date of issue except in the case of a change of control of the Company.

The Company has a total of 56,929,200 options in issue over Ordinary Shares, representing approximately 13.9 per cent. of the Company's current issued share capital.

As previously explained in the announcement of 19 November 2020 referred to above, in the event that the exercise of options would result in any individual or concert party holding more than 30 per cent of the Company, shareholders will be asked to approve a whitewash, as defined under rule 9 of The Takeover Code. In the absence of this, or unless it was agreed that any such exercised shares would be sold immediately, the Company will not allow the issue of shares relating to the exercise of options that would result in the concert party exceeding 30 per cent.

Further details and the information required in accordance with the requirements of the Market Abuse (Amendment) (EU exit) Regulations 2019/310 are set out at the end of this announcement.

Enquiries:

 For further information please visit  www.immotion.co.uk , or contact: 

Immotion Group

 

Martin Higginson

David Marks

 

 

Tel + 44 (0) 207 220 1666

WH Ireland Limited

(Nomad and Joint Broker)

 

 

Adrian Hadden 

Darshan Patel

Matthew Chan

Tel + 44 (0) 207 220 1666

 

 

 

Alvarium Capital Partners

(Joint Broker)

Alex Davies

Tel: +44 (0) 207 195 1458

 

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

PDMRs:

Martin Higginson

Chief Executive Officer

David Marks

Group Finance Director

Rod Findley

Group Commercial Director

Daniel Wortley

Group Head of Finance

Ian Hetherington

Chairman, Immotion Studios

Arek Antoniak

Director of Operations

 

2

Reason for the notification

a)

Position/status

See 1a) above

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Immotion Group Plc

b)

LEI

894500TW3TTWSJ7DYP93

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

Options over ordinary shares of £0.00040108663 each in Immotion Group Plc

Identification code (ISIN) for Immotion Group Plc ordinary shares: GB00BD5JRP64

b)

Nature of the transaction

Grant of options

c)

Price(s) and volume(s)

Name

Price(s)

Volume(s)

Martin Higginson

2.5p

16,130,369

David Marks

2.5p

10,437,297

Rod Findley

2.5p

10,437,297

Ian Hetherington

2.5p

7,590,762

Daniel Wortley

2.5p

3,795,380

Arek Antoniak

2.5p

2,846,536

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transactions

New Options put in place as of 19 November 2020

f)

Place of the transaction

Outside a trading venue

 

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

PDMRs:

Samuel Higginson

Group Marketing Director

David Marks

Group Finance Director

Sir Robin Miller

Non-Executive Chairman

 

2

Reason for the notification

a)

Position/status

See 1a) above

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Immotion Group Plc

b)

LEI

894500TW3TTWSJ7DYP93

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 £0.00040108663 each in Immotion Group Plc

 

Identification code (ISIN) for Immotion Group Plc ordinary shares: GB00BD5JRP64

b)

Nature of the transaction

Distribution of shares in the Company held by M Capital Ventures Limited to its shareholders

c)

Price(s) and volume(s)

Name

Price(s)

Volume(s)

Samuel Higginson

N/A

738,590

David Marks

N/A

25,083

Sir Robin Miller

N/A

34,976

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transactions

7 December 2020

f)

Place of the transaction

Outside a trading venue

 

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END
 
 
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