5 Dec 2019 07:10
5 December 2019
MySale Group plc
(the "Company", "MySale" or the "Group")
Management Incentive Scheme and Issue of Equity
MySale Group plc (AIM: MYSL) (''the Group''), the leading international online retailer, announces that, as previously communicated on 20 August 2019 and 2 September 2019, the Company has implemented a management incentive scheme (the "Scheme") for its Directors, Non-executive Directors and senior management to align their incentives with the Company's long-term growth strategy following the recent strategic realignment. The Scheme will comprise 33,075,731 share awards under a Joint Share Ownership Plan ("JSOP Awards"), the Mysale Loan Share Plan ("Loan Share Plan") and the Share Option Scheme ("Share Option Scheme") (together, the "Share Awards"). The Company has issued 22,533,118 ordinary shares, 4,542,614 to MySale Group Trustee Limited, in its capacity as the trustee of the MySale Group Plc Employee Benefit Trust ("EBT") in accordance with the terms of the Scheme, and 17,990,504 directly to those directors and PDMR's taking part in the Loan Share Plan. These shares, in addition to the existing 3,000,000 ordinary shares already held in the EBT, will be used to satisfy the Share Awards, subject to the performance criteria being met.
The shares held in the EBT do not carry any voting rights until vested. The exercise of any Share Awards will be subject to achievement of the applicable vesting conditions during the vesting period.
On the sale of a Share Award share, the participant is entitled to the sale proceeds in excess of the exercise price per share. The EBT is entitled to the balance of the sale proceeds. This permits holders of Share Awards to benefit from the growth in value of an Ordinary Share above the Share Award exercise price.
The Company has issued Share Awards to the directors and PDMR's as set out in the table below:
Name | Share Award | Number of Ordinary Shares | Vesting period of Share Award | Exercise Price* | Vesting Price | Lock-in period |
Charles Butler | Share Option SchemeJSOP Award | 11,250,000 | 3 years from issue | 2 pence | 50% at 5p 50% at 10p | 3 years from issue |
Dow Famulak | Share Option SchemeJSOP Award | 3,835,227 | 3 years from issue | 3.52 pence | 50% at 5p 50% at 10p | 3 years from issue |
Wally Muhieddine | Loan Share Plan | 3,835,227 | 3 years from issue | 3.52 pence | 50% at 5p 50% at 10p | 3 years from issue |
Kevin Cliffe | Loan Share Plan | 3,759,702 | 3 years from issue | 3.52 pence | 50% at 5p 50% at 10p | 3 years from issue |
James Lees | Loan Share Plan | 2,255,821 | 3 years from issue | 3.52 pence | 50% at 5p 50% at 10p | 3 years from issue |
Gavin Cliffe | Loan Share Plan | 3,759,702 | 3 years from issue | 3.52 pence | 50% at 5p 50% at 10p | 3 years from issue |
Winky Sarwana | Loan Share Plan | 2,631,791 | 3 years from issue | 3.52 pence | 50% at 5p 50% at 10p | 3 years from issue |
Deepak Nand | Loan Share Plan | 1,748,261 | 3 years from issue | 3.52 pence | 50% at 5p 50% at 10p | 3 years from issue |
\* The grant of the Share Awards to Charles Butler was agreed at the time of the Open Offer at an issue price of 2 pence per share which was announced on 2 September 2019, therefore the exercise price has been set at the Open Offer price. The exercise Price of the Share Awards granted to the other Share Award participants has been set at the closing mid-market price on the dealing day before the date of grant.
Total Voting Rights
Application has been made for admission of 22,533,118 ordinary shares to trading on AIM, with an anticipated admission date of 11 December 2019. Following admission of the shares the Company's total issued share capital will be 817,240,853 Ordinary Shares.
Therefore, the total number of voting rights in the Company is 809,698,239. 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 FCA's Disclosure and Transparency Rules.
MySale Group Plc
Carl Jackson, Chief Executive Officer | +61 (0) 414 817 843 |
N+1 Singer (Nomad and Broker) +44 (0) 20 7496 3000
Mark Taylor
Justin McKeegan
MHP Communications (Financial PR Adviser) +44 (0) 20 3128 8570
Simon Hockridge
Giles Robinson
Pete Lambie
The information contained within this announcement is deemed to constitute inside information for the purposes of article 7 of the Market Abuse Regulation (EU) no. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Charles Butler | |
2 | Reason for the notification | ||
a) | Position/status | Non-Executive Chairman (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
| (i) Options over Ordinary Shares (ii) Ordinary Shares held in a joint share ownership plan
JE00BMH4MR96 | |
b) | Nature of the transaction | (i) Grant of share options (ii) Grant of conditional joint ownership interest in ordinary shares | |
c)
| Price(s) and volume(s)
| Price | Volume |
(i) 2.00p (ii) 2.00p | (i) 5,625,000 (ii) 5,625,000 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 5 December 2019 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Wally Muhieddine | |
2 | Reason for the notification | ||
a) | Position/status | Non-Executive Director (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
| (iii) Ordinary Shares held in a loan share plan
JE00BMH4MR96 | |
b) | Nature of the transaction |
(ii) Grant of conditional ownership in loan share plan | |
c)
| Price(s) and volume(s)
| Price | Volume |
(iii) 3.52p | (iii) 3,835,227 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 5 December 2019 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Dow Famulak | |
2 | Reason for the notification | ||
a) | Position/status | Non-Executive Director (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
| (iv) Options over Ordinary Shares (v) Ordinary Shares held in a joint share ownership plan
JE00BMH4MR96 | |
b) | Nature of the transaction | (i) Grant of share options (ii) Grant of conditional joint ownership interest in ordinary shares | |
c)
| Price(s) and volume(s)
| Price | Volume |
(iv) 3.52p (v) 3.52p | (iv) 1,917,613 (v) 1,917,614 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 5 December 2019 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Kevin Cliffe | |
2 | Reason for the notification | ||
a) | Position/status | Trading Director (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
| (vi) Ordinary Shares held in a loan share plan
JE00BMH4MR96 | |
b) | Nature of the transaction | (ii) Grant of conditional ownership in loan share plan | |
c)
| Price(s) and volume(s)
| Price | Volume |
(vi) 3.52p | (vi) 3,759,702 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 5 December 2019 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | James Lees | |
2 | Reason for the notification | ||
a) | Position/status | Marketing Director (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
| (vii) Ordinary Shares held in a loan share plan
JE00BMH4MR96 | |
b) | Nature of the transaction | (ii) Grant of conditional ownership in loan share plan | |
c)
| Price(s) and volume(s)
| Price | Volume |
(vii) 3.52p | (vii) 2,255,821 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 5 December 2019 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Gavin Cliffe | |
2 | Reason for the notification | ||
a) | Position/status | Chief Technology Officer (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
| (viii) Ordinary Shares held in a loan share plan
JE00BMH4MR96 | |
b) | Nature of the transaction | (ii) Grant of conditional ownership in loan share plan | |
c)
| Price(s) and volume(s)
| Price | Volume |
(viii) 3.52p | (viii) 3,759,702 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 5 December 2019 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Winky Sarwana | |
2 | Reason for the notification | ||
a) | Position/status | Financial Controller (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
| (ix) Ordinary Shares held in a loan share plan
JE00BMH4MR96 | |
b) | Nature of the transaction | (ii) Grant of conditional ownership in loan share plan | |
c)
| Price(s) and volume(s)
| Price | Volume |
(ix) 3.52p | (ix) 2,631,791 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 5 December 2019 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Deepak Nand | |
2 | Reason for the notification | ||
a) | Position/status | Group Finance Manager (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
| (x) Ordinary Shares held in a loan share plan
JE00BMH4MR96 | |
b) | Nature of the transaction | (x) Grant of conditional ownership in loan share plan | |
c)
| Price(s) and volume(s)
| Price | Volume |
(x) 3.52p | (x) 1,748,261 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 5 December 2019 | |
f) | Place of the transaction | Off market transaction | |