Last checked at 25 May 2018 07:00
Norman Broadbent plc
("Norman Broadbent" or "the Company")
Grant of Options to Director
Norman Broadbent (AIM: NBB) - a leading Professional Services firm specifically focussing on Leadership Acquisition & Advisory Services (Board & Leadership Search, Senior Interim Management, Research & Insight, Leadership Consulting & Assessment, and executive level Recruitment Solutions) announces that on 24 May 2018 the Company's Remuneration Committee recommended and approved the grant of 1,054,191 options (the "Options") to executive director Will Gerrand the Group's CFO/COO who joined the group on 5 October 2017.
The options, which are being granted under the rules of the Company's Enterprise Management Incentive Share Option Scheme 2007 (the "Scheme"), are exercisable at 13.5p per ordinary share. This represents a c.25.6% premium to the mid-market price at market close on 24 May 2018 of 10.75p.
The pricing and conditions attaching to the Options are the same as those share options issued to other executive directors as announced on 6 June 2016 in order to align the option incentive across the executive team.
The Options granted will vest in two equal tranches and are subject to different tiered vesting criteria related to: (i) share price or corporate performance; and (ii) time duration. Once vested, the options can be exercised at any time up to the seventh anniversary of the date of grant, being 24 May 2025.
50 per cent. of the options granted vest subject to certain average share prices being achieved prior to 31 July 2020 and the remaining 50 per cent. vest subject to certain audited EBITDA figures being achieved for a financial year prior to 31 December 2019. EBITDA in this context is defined as earnings before interest, tax, depreciation and amortisation, excluding any non-recurring exceptional items as determined reasonable by the Remuneration Committee. Both tranches of options vest equally over three years from the date of issue, with the first such vesting date on the first anniversary of issue being 24 May 2019 and are subject to Will Gerrand's continued employment.
The tiered average three month share prices which must be achieved for the vesting of the first tranche range between 22p and 70p per ordinary share. In addition, the audited EBITDA which must be achieved for the second tranche of options to vest ranges between approximately £600,000 and approximately £2 million. In any year where the EBITDA number achieved is less than 100 per cent. but greater than 80 per cent. of the relevant target, the number of options available for vesting would be adjusted pro rata.
The following table sets out the details of the options granted to Will Gerrand
Share Price Vesting Options | EBITDA Vesting Options | Total number of options granted | Total number of options held | Percentage of existing issued shares under option | Percentage of the fully diluted share capital* | |
527,095 | 527,096 | 1,054,191 | 1,054,191 | 1.96% | 1.82% |
* assuming that no further ordinary shares are issued by the Company between the date of this announcement and the exercise of the options.
Following the issue of the options pursuant to the Scheme as detailed above, there are options outstanding over 4,152,702 ordinary shares, equivalent to 7.16 per cent. of the fully diluted share capital of the Company as at the date of this announcement, which are exercisable at exercise prices ranging from 13.5p to 65.5p per share. At the date of this announcement the Company has 53,885,570 ordinary voting shares in issue.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
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 | Will Gerrand | ||||
2 | Reason for the notification | |||||
a) | Position/status | CFO / COO | ||||
b) | Initial notification/ Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Norman Broadbent Plc | ||||
b) | LEI | 213800E5YN5TA934XA23 | ||||
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 1p each
GB00B3VF4Y66 | ||||
b) | Nature of the transaction | Grant of share options | ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated information - Aggregated volume - Price | N/A - single transaction | ||||
e) | Date of the transaction | 24 May 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
For further information, please contact:
Norman Broadbent plcMike Brennan / Will Gerrand | 020 7484 0000 |
WH Ireland LimitedAdrian Hadden / Jessica Cave / Alex Bond |
020 7220 1666 |