9 Nov 2017 14:29
9 November 2017
Richoux Group plc (the "Company")
Director/PDMR ShareholdingsShare Incentive Award
The Company announces that on 9 November 2017, certain Directors/PDMRs have subscribed for a special class of restricted shares in Richoux Limited ("A Shares"), a wholly owned subsidiary of the Company, which may on vesting be exchanged for the relevant number of ordinary shares of 4 pence each in the Company ("Ordinary Shares") (the "Shares Incentives"). The subscription price for the A Shares is 1 penny per A Share.
The number of Ordinary Shares to be issued to each Director/PDMR in exchange for their A Shares will be determined by the following formula: the number of A Shares held multiplied by the closing mid-market price of the Ordinary Shares on the dealing day immediately preceding the vesting date less 10 pence, multiplied by 1,000. Pursuant to the Share Incentives, the relevant directors/PDMRs may acquire up to 3,400,000 Ordinary Shares in aggregate. The A Shares are equal in value to the net benefit that would be delivered if the Share Incentives were provided by way of a share option over Ordinary Shares at an exercise price of 10 pence per Ordinary Share (i.e. the value above 10 pence per Ordinary Share).
The A Shares can only be exchanged for Ordinary Shares if the average closing mid-market share price for the Ordinary Shares is 40p or more over any period of ten consecutive dealing days (the "Hurdle"). If the Hurdle is not met the A Shares will have no value. Subject to the Hurdle being met, the Share Incentives are exchangeable at the earliest of: (1) the second anniversary of the relevant subscription date, (2) a sale of 100% of the share capital of the Company to a third party or (3) a takeover event or a liquidation of the Company.
The Share Incentive subscriptions are set out below:
Directors' Holdings | Number of A Shares subscribed for | Maximum number of Ordinary Shares on exchange |
Simon Morgan Non-Executive Chairman
|
150 |
150,000 |
Mehdi Gashi Operations Director
| 2,500 | 2,500,000 |
Sameh Amer PDMR | 750 | 750,000 |
9 November 2017
ENQUIRIES:
Richoux Group plc
Susan Ludley (020) 7483 7000
Cenkos Securities plc
Bobbie Hilliam (020) 7397 8900
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | Simon Morgan | |
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 participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | Richoux Group plc | |
b) | LEI: | 2138001QX7TELHBM9E27 | |
4. | Details of 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:
Identification code: | Restricted shares in Richoux Limited ("A Shares"), a wholly owned subsidiary of Richoux Group plc, which may, on the applicable hurdle being met, be exchanged for the relevant number of ordinary shares of 4 pence each in Richoux Group plc. ISIN: GB00B0NYFG99 | |
b) | Nature of the transaction: | Share Incentive Arrangement | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
£0.01 | To be determined on exchange. Upon the applicable hurdle being met, the A Shares may be exchanged for up to 150,000 ordinary shares of 4 pence each in Richoux Group plc. | ||
d) | Aggregated volume: Price: | To be determined on exchange. Upon the applicable hurdle being met, the A Shares may be exchanged for up to 150,000 ordinary shares of 4 pence each in Richoux Group plc. £1.50 | |
e) | Date of the Transaction: | 9 November 2017 | |
f) | Place of the Transaction: | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | Mehdi Gashi | |
2 | Reason for the notification | ||
a) | Position/Status:
| Operations Director | |
b) | Initial Notification/Amendment:
| Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | Richoux Group plc | |
b) | LEI: | 2138001QX7TELHBM9E27 | |
4. | Details of 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:
Identification code: | Restricted shares in Richoux Limited ("A Shares"), a wholly owned subsidiary of Richoux Group plc, which may, on the applicable hurdle being met, be exchanged for the relevant number of ordinary shares of 4 pence each in Richoux Group plc. ISIN: GB00B0NYFG99 | |
b) | Nature of the transaction: | Share Incentive Arrangement | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
£0.01 | To be determined on exchange. Upon the applicable hurdle being met, the A Shares may be exchanged for up to 2,500,000 ordinary shares of 4 pence each in Richoux Group plc. | ||
d) | Aggregated volume:
Price: | To be determined on exchange. Upon the applicable hurdle being met, the A Shares may be exchanged for up to 2,500,000 ordinary shares of 4 pence each in Richoux Group plc. £25.00 | |
e) | Date of the Transaction: | 9 November 2017 | |
f) | Place of the Transaction: | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | Sameh Amer | |
2 | Reason for the notification | ||
a) | Position/Status:
| PDMR | |
b) | Initial Notification/Amendment:
| Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | Richoux Group plc | |
b) | LEI: | 2138001QX7TELHBM9E27 | |
4. | Details of 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:
Identification code: | Restricted shares in Richoux Limited ("A Shares"), a wholly owned subsidiary of Richoux Group plc, which may, on the applicable hurdle being met, be exchanged for the relevant number of ordinary shares of 4 pence each in Richoux Group plc. ISIN: GB00B0NYFG99 | |
b) | Nature of the transaction: | Award of Series A ordinary shares | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
£0.01 | To be determined on exchange. Upon the applicable hurdle being met, the A Shares may be exchanged for up to 750,000 ordinary shares of 4 pence each in Richoux Group plc. | ||
d) | Aggregated volume:
Price: | To be determined on exchange. Upon the applicable hurdle being met, the A Shares may be exchanged for up to 750,000 ordinary shares of 4 pence each in Richoux Group plc. £7.50 | |
e) | Date of the Transaction: | 9 November 2017 | |
f) | Place of the Transaction: | Outside a trading venue | |