R4E.L Regulatory News (R4E)

4 March 2016

reach4entertainment enterprises plc

("r4e" or the "Company")

New Share Option Scheme and Grant of Options

r4e, the transatlantic media and entertainment marketing company, announces that it has adopted a new employee share incentive scheme, the reach4entertainment enterprises plc 2016 Long Term Incentive Plan (the "Scheme").

It was announced on 13 November 2015 that the Board recognised the importance of retaining and incentivising employees and therefore agreed to put in place a share incentive scheme and to make grants under the scheme of up to 20 per cent. of the issued share capital at an exercise price of 1p per share, being the price of the placing announced on that date. Accordingly, under the Scheme, options over a total of 84,475,000 new ordinary shares in the Company, representing approximately 17.75 per cent. of the current issued ordinary share capital of the Company, have today been granted to employees and senior management, including to the Executive Chairman and Acting CEO (the "Options"). Of the total Options granted, 23,750,000 were granted to David Stoller, the Executive Chairman and Acting CEO of the Company, which represent approximately 4.99 per cent. of the current issued ordinary share capital of the Company.

The Options are exercisable at 1p per share as to 50 per cent on the third anniversary of the date of grant and as to 50 per cent. on the fourth anniversary of the date of grant. The Options shall lapse (and cease to be exercisable) on the sixth anniversary of the date of grant (being 3 March 2022).  

In addition, Options held by David Stoller and certain other senior employees and management may be exercised earlier if the Board determines that any exercise condition as set out below has been met (the "Share Price Targets"):

Should the Company's mid-market closing share price meet or exceed the following targets for five trading days (which may be non-consecutive) within a period of 30 consecutive calendar days prior to the third anniversary of the date of grant, the Option shall be exercisable as follows:

(a) one third of the Option shall become exercisable on meeting a share price target of £0.035 per share;

(b) a further one third of the Option shall become exercisable on meeting a share price target of £0.045 per share; and

(c) the remaining one third of the Option shall become exercisable on meeting a share price target of £0.055 per share.

However, subject to the Board's discretion, the Option holder shall be required to retain the shares received on exercise of an Option on the Share Price Targets having been met until the earlier of:

i) twelve months following the date the Option is exercised; or

ii) the third anniversary from the date of grant has passed.

The grant of options to David Stoller is deemed to be a related party transaction pursuant to rule 13 of the AIM Rules for Companies. Accordingly, Richard Ingham and Marcus Yeoman, being the independent directors for this purpose, having consulted with the Company's nominated adviser, Allenby Capital Limited, consider that the terms of David Stoller's options are fair and reasonable insofar as the Company's shareholders are concerned. 

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