Rbg Holdings Regulatory News (RBGP)

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

1 April 2022

RBG Holdings plc

("RBG", the "Group", or the "Company")

Executive Incentive Plan & Growth Share Schemes

Grant of Options and PDMR Dealings

RBG Holdings plc (AIM: RBGP), the professional services group, today announces the introduction of a new Executive Incentive Plan ("EIP") and new Growth Share Schemes.

Since the Group's admission to AIM in 2018, RBG has delivered significant growth through a combination of organic and acquisition-led performance. Given the growth and evolution of the Group, the Board believes a new remuneration structure is needed to retain and motivate the senior management team and key performing employees while focusing them on long-term value creation and aligning their interests directly with shareholders.

The EIP will replace the Group's existing senior executive bonus scheme, and the two new forms of growth share schemes will be introduced to replace the Convex Capital Limited ("Convex Capital") flexible commission scheme announced on 3 February 2021, and introduce, for the first time, a share based incentive scheme for RBG Legal Services Limited ("RBGLS").

EIP

The EIP will cover a five-year performance period from 1 January 2022 to 31 December 2026 ("the Performance Period"). The EIP participants, being the Group CEO, Group CFO and Group HR director, will be granted an award of options ("EIP Options") that will be capable of converting into new ordinary shares in the Company.

The EIP is subject to performance criteria and EIP Options can only be exercised provided a hurdle calculated by reference to a 10% annualised growth in the Company's share price from the start of the Performance Period on 1 January 2022 (based on an opening share price of £1.23 per share) (the "Threshold Hurdle") has been achieved.

Providing the Threshold Hurdle has been achieved by the end of the Performance Period, the EIP participants will be entitled to receive, in aggregate, 8% of the value created for shareholders above the Threshold Hurdle via the EIP Options. This value sharing percentage will apply only to the ordinary shares in issue on 1 January 2022, being 95,331,236 shares, and is capped at a maximum aggregate award of 10% of this number of shares.

As part of the implementation of the EIP, Nicola Foulston and Robert Parker have agreed they will forgo an annual bonus and will not receive further incentives for the duration of the EIP.

The allocation of options under the EIP will be as follows:

A further announcement will be made at the time EIP Options are issued.

Growth Share Schemes - Convex Capital & RBGLS

Furthermore, the Group will implement two Growth Share Schemes to incentivise key employees at Convex Capital and RBGLS. The Growth Share Schemes are designed to drive the continued growth of the individual businesses and will form the cornerstone of the Company's Long Term Remuneration structure in Convex Capital and RBGLS to retain and motivate key employees. The schemes will focus key employees on long-term value creation and further align their interests directly with shareholders.

All of the Group's share schemes are subject to restrictions such that the number of shares over which options are in issue in any ten year rolling period shall not exceed 10% of the Company's issued share capital. In the event that this limit is likely to be exceeded the number of options available under the EIP will be subject to an appropriate limitation.

The EIP and Growth Share Schemes have been approved by the Company's Remuneration Committee and discussed with the Company's largest shareholders.

Further details of the EIP and Growth Share Schemes will be set out in the Group's 2021 Annual Report and Accounts.

Grant of Options and PDMR dealings

The Company further announces that it has today, 1 April 2022, granted 1,000,000 nil-cost options over ordinary shares of 0.2 pence each in the Company to Robert Parker, Chief Financial Officer. The options will vest over two years and be subject to no further conditions other than for Robert Parker to remain employed by the Group, and are awarded in recognition of his three years' service with no prior equity allocation.

Enquiries:

About RBG Holdings plc

RBG Holdings plc is a professional services group, which comprises the following divisions:

RBG Legal Services Limited ("RBGLS")

RBGLS is the Group's legal services division which combines the businesses previously operated by Rosenblatt Limited and Memery Crystal LLP.

Rosenblatt

Rosenblatt is one of the UK's pioneering legal practices and a leader in dispute resolution. Rosenblatt provides a range of legal services to its diversified client base, which includes companies, banks, entrepreneurs and individuals. Complementing this is Rosenblatt's increasingly international footprint, advising on complex cross-jurisdictional disputes.

Memery Crystal

Memery Crystal offers legal services in a range of areas such as corporate (including a market-leading corporate finance offering), real estate, commercial, IP & technology (CIPT), banking & finance, tax & wealth structuring and employment. Memery Crystal is one of the leading legal practices in the UK to advise the emerging cannabis sector on a wide range of business issues. Memery Crystal offers a partner-led service to a broad range of clients, from multinational companies, financial institutions and owner-managed businesses to individual entrepreneurs.

LionFish Litigation Finance Limited ("LionFish")

The Group also provides litigation finance in selected cases through a separate arm, LionFish Litigation Finance Limited. LionFish finances litigation matters being run by other solicitors in return for a significant return on the outcome of those cases. As such, the Group has two types of litigation assets - Rosenblatt's own client matters, and litigation matters run by third-party solicitors. LionFish is positioned to be a unique, alternative provider to the traditional litigation funders.

Convex Capital Limited ("Convex Capital")

Convex Capital is a specialist sell-side corporate finance boutique based in Manchester. Convex Capital is entirely focused on helping companies, particularly owner-managed and entrepreneurial businesses, realise their value through sales to large corporates. Convex Capital identifies and proactively targets firms that it believes represent attractive acquisition opportunities.