3 Dec 2021 07:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Napster Group PLC
("NAPS" or the "Group")
Employee Benefit Trust Subscription
Napster Group PLC (AIM:NAPS), a leading music company and operator of the MelodyVR and Napster platforms, announces that the Group's Employee Benefit Trust ("EBT") has subscribed for 248,000,000 new ordinary shares of 1p each in the capital of the Group ("Ordinary Shares" and the "EBT Shares") at par value (the "EBT Subscription"). The EBT Subscription will be used to effect the Companies joint share ownership plan ("JSOP") as previously announced on 23 March 2020 which was implemented to incentivise and retain key members of the executive management team.
Terms of the JSOP
Pursuant to the JSOP, certain Directors and other members of the executive team have been granted options over the EBT Shares each with an exercise price of £0.0275 (the "JSOP Options") subject to certain share price hurdles and other performance targets which if achieved would reduce the exercise price payable and accelerate the vesting period. In the event that certain performance targets are met, the minimum exercise price payable is nil. The JSOP Options have performance criteria relating to share price performance and other strategic corporate objectives and vest (subject to the share price hurdles referred to above) in equal tranches over 3 years.
The table below details the number of JSOP Options each Director or Member of the Executive Team has received:
Name | Position | Number of JSOP Options |
Anthony Matchett | Chief Executive Officer | 100,000,000 |
Steven Hancock | Chief Relationship Officer | 64,000,000 |
Simon Cole | Non-Executive Chairman | 11,000,000 |
Russell Backhouse | Head of Corporate Finance | 56,000,000 |
Joe Clark | Chief Operating Officer | 17,000,000 |
Application has been made to the London Stock Exchange for the 248,000,000 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 9 December 2021. The new Ordinary Shares will rank pari passu in all respects with all existing Ordinary Shares in the Group.
Simon Cole, Non-Executive Chairman, commented:
"It is only appropriate that we seek to properly incentivise our management team in advance of both the launch of our new music platform and the strategy to secure a listing in the US. This step aligns management's interests with those of our shareholders and ensures appropriate focus on the creation of long-term equity value".
For further information please contact:
Napster Group PLCAnthony Matchett, Group CEO | email@napster.group |
finnCap Ltd (Nominated Adviser and Broker) Corporate Finance: Marc Milmo, James Thompson, Milesh Hindocha ECM: Tim Redfern, Sunila de Silva | Tel: +44 (0) 20 7220 0500 |
Equitory (Investor Relations)Clara Melia/Geoff Callow | napster@equitory.com |
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Anthony Matchett | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Executive Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Napster Group PLC | ||||
b) | LEI | 213800B2AKGQC3D2R751 | ||||
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 | Options over Ordinary Shares of 1p each | ||||
Identification code | GB00BD2YHN21 | |||||
b) | Nature of the transaction | Grant of JSOP Options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | 100,000,000 JSOP Options granted each with an exercise price of between nil and 2.75p depending on performance criteria | ||||
e) | Date of the transaction | 2 December 2021 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Steven Hancock | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Relationship Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Napster Group PLC | ||||
b) | LEI | 213800B2AKGQC3D2R751 | ||||
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 | Options over Ordinary Shares of 1p each | ||||
Identification code | GB00BD2YHN21 | |||||
b) | Nature of the transaction | Grant of JSOP Options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | 64,000,000 JSOP Options granted each with an exercise price of between nil and 2.75p depending on performance criteria | ||||
e) | Date of the transaction | 2 December 2021 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Simon Cole | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Chairman | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Napster Group PLC | ||||
b) | LEI | 213800B2AKGQC3D2R751 | ||||
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 | Options over Ordinary Shares of 1p each | ||||
Identification code | GB00BD2YHN21 | |||||
b) | Nature of the transaction | Grant of JSOP Options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | 11,000,000 JSOP Options granted each with an exercise price of between nil and 2.75p depending on performance criteria | ||||
e) | Date of the transaction | 2 December 2021 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Russell Backhouse | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Head of Corporate Finance | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Napster Group PLC | ||||
b) | LEI | 213800B2AKGQC3D2R751 | ||||
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 | Options over Ordinary Shares of 1p each | ||||
Identification code | GB00BD2YHN21 | |||||
b) | Nature of the transaction | Grant of JSOP Options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | 56,000,000 JSOP Options granted each with an exercise price of between nil and 2.75p depending on performance criteria | ||||
e) | Date of the transaction | 2 December 2021 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Joe Clark | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Operating Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Napster Group PLC | ||||
b) | LEI | 213800B2AKGQC3D2R751 | ||||
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 | Options over Ordinary Shares of 1p each | ||||
Identification code | GB00BD2YHN21 | |||||
b) | Nature of the transaction | Grant of JSOP Options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | 17,000,000 JSOP Options granted each with an exercise price of between nil and 2.75p depending on performance criteria | ||||
e) | Date of the transaction | 2 December 2021 | ||||
f) | Place of the transaction | Outside a trading venue | ||||