Mind Gym Plc Regulatory News (MIND)

9 October 2018

Mind Gym plc

 ("Mind Gym" or the "Company" or "Group") 

Establishment of Share Incentive Plan

Mind Gym (AIM: MIND), the behavioural science business that uses scalable proprietary products to deliver human capital business improvement solutions to large corporations, is pleased to announce that it has launched the Mind Gym plc Share Incentive Plan ("SIP"), as anticipated in its AIM Admission Document. The purpose of the SIP is to incentivise all eligible employees (with the exception of the Chief Executive Officer) of the Group by the award of ordinary shares in the capital of the Company ("Ordinary Shares") at no cost to them. Ordinary Shares issued under this plan will not exceed 1.5% per cent. of the Company's current issued share capital without the prior approval of shareholders of the Company.

Establishment of Share Incentive Plan

The Company has invited all eligible employees of the Company to participate in the SIP. The SIP is an HMRC tax advantaged all-employee share scheme whereby eligible employees will each receive £1,000 worth of free shares (the "Award") based on a price of 146 pence per share, equivalent to the placing price per share on the Company's admission to trading on AIM.

The SIP Shares are held in trust for a minimum holding period of 3 years and there is a forfeiture period of 3 years during which employees who participated in the SIP will lose their Award if they resign or are dismissed from their employment.

Issue of Equity and Total Voting Rights

Under the SIP, applications have been received from eligible employees for 130,835 Ordinary Shares of 0.001 pence each. Accordingly, the trustee of the SIP has subscribed for, and the Company intends to issue, 130,835 new Ordinary Shares of 0.001 pence each in the Company, at nominal value per share at an aggregate cost to the Company of £1.31, such shares representing 0.132% of the current issued ordinary share capital of the Company.

Application will be made to the London Stock Exchange for the 130,835 new Ordinary Shares of 0.001 pence each, which when issued will rank pari passu with the existing ordinary shares in issue, to be admitted to trading on AIM, with dealings expected to commence on 12 October 2018 ("Admission").

Following Admission, the Company's issued ordinary share capital will consist of 99,493,210 Ordinary Shares with a nominal value of 0.001 pence each, with voting rights. The Company does not hold any Ordinary Shares in Treasury.

The above figure of 99,493,210 Ordinary Shares may be used by shareholders in the Company 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 ordinary share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

 Octavius Black, Chief Executive Officer of Mind Gym, commented:

"We have always been keen for colleagues who commit to Mind Gym to have a direct stake in the business and we're delighted that all employees will now have that opportunity through the introduction of this scheme."

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