Last checked at 2 Aug 2017 07:00
ZOO DIGITAL GROUP PLC
("ZOO", the "Group" or the "Company")
Grant of Options
Purchase of Ordinary Shares by the ZOO Employee Share Trust Limited
ZOO Digital Group plc, the provider of subtitling and digital distribution services for the global entertainment industry, announces that the Company has granted options over ordinary shares of 1 penny each (the "Ordinary Shares") in the Company (the "Options") to certain Directors and employees of the Company of which a proportion will replace certain options previously issued under the ZOO Digital Group plc EMI scheme and the ZOO Digital Group plc USA Unapproved scheme.
ZOO is granting these Options with the objective of attracting, motivating and retaining key staff over the long term, designed to incentivise delivery of the Company's growth objectives further to the significant progress the Company has made recently.
Stuart Green, Chief Executive Officer has been granted 175,000 Options, vesting in September 2017, which are exercisable at a price of 15.25 pence, subject to the average mid-market closing price of the Company's Ordinary Shares having met or exceeded 20 pence per Ordinary Share for a period of at least three months immediately prior to exercise.
Gordon Doran, Commercial Director, has been granted 2,500,000 Options, of which 550,000 will vest in September 2017, and the remaining 1,950,000 will vest over the three years from issue with 40 per cent. vesting one year after issue, a further 30 per cent after two years and the balance after three years. The Options are exercisable at a price of 15.25 pence, subject to certain performance conditions related to Group profitability and subject to the average mid-market closing price of the Company's Ordinary Shares having met or exceeded 20 pence per Ordinary Share for a period of at least three months immediately prior to exercise.
Helen Gilder, Chief Financial Officer, has been granted 1,500,000 options, of which 550,000 will vest in September 2017, and the remaining 950,000 will vest over the three years from issue with 40 per cent. vesting one year after issue, a further 30 per cent after two years and the balance after three years. The Options are exercisable at a price of 15.25 pence, subject to the average mid-market closing price of the Company's Ordinary Shares having met or exceeded 20 pence per Ordinary Share for a period of at least three months immediately prior to exercise.
At the same time that this grant of Options was made, the Company has cancelled certain previous options granted to the Executive Directors in 2008, outlined below. Options have been granted to Directors and key management personnel to replace those options that have been cancelled. The 2008 options, which were fully vested and were without performance conditions, were due to lapse in September 2018 and therefore have been replaced by Options that will vest in September 2017, subject to certain performance conditions.
Director | Date of grant | Scheme | Number of options | Exercise price |
Stuart Green | September 2008 | ZOO Digital Group plc EMI Scheme | 175,000 | 15p |
Helen Gilder | September 2008 | ZOO Digital Group plc EMI Scheme | 450,000 | 15p |
Helen Gilder | October 2008 | ZOO Digital Group plc EMI Scheme | 100,000 | 15p |
Gordon Doran | September 2008 | ZOO Digital Group plc USA Unapproved Scheme | 450,000 | 15p |
Gordon Doran | October 2008 | ZOO Digital Group plc USA Unapproved Scheme | 100,000 | 15p |
The resultant holdings of options by Directors are set out below:
Director | No. of options previously held | No. of Options granted | No of options cancelled | Resultant interest in options |
|
Stuart Green | 325,000 | 175,000 | 175,000 | 325,000 |
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Helen Gilder | 950,000 | 1,500,000 | 550,000 | 1,900,000 |
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Gordon Doran | 950,000 | 2,500,000 | 550,000 | 2,900,000 |
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Roger Jeynes | 30,000 | Nil | Nil | 30,000 | |
A further 1,025,000 Options have been issued to other employees, vesting in instalments across three years. Of these Options 645,000 are exercisable subject to share price-related performance conditions.
All new Options have an exercise price of 15.25 pence, being the closing mid-price on 1 August 2017, being the latest practicable date prior to the grant, and will lapse on the tenth anniversary of grant.
As a result of this grant, the total number of options issued is 7,220,345, equivalent to 9.8 per cent. of the current issued share capital of the Company.
Purchase of Ordinary Shares by the ZOO Employee Share Trust Limited
The Company was notified on 1 August 2017 that on that date the ZOO Employee Share Trust Limited ("ZEST"), acquired 14,400 Ordinary Shares in the capital of the Company, representing 0.02 per cent of ZOO's issued share capital, at a price of 15.5 pence per share. These Ordinary Shares are to be held on trust for the purpose of satisfying future awards to beneficiaries of the Company's share incentive plans.
ZEST is a wholly-owned subsidiary of ZOO, the purpose of which is to hold shares in ZOO for the benefit of the employees of the Group. The Company notes that, as Stuart Green and Helen Gilder are trustees of ZEST and are potential beneficiaries of ZEST, they are therefore treated as having an interest in the Ordinary Shares.
Following the above transaction, ZEST holds 156,021 Ordinary Shares, representing 0.2 per cent of the Company's total voting rights.
The below notifications, made in accordance with the requirements of the EU Market Abuse Regulation, give further details on the above transactions.
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 | Stuart Green | ||||
2. | Reason for the Notification | |||||
a) | Position/status | CEO | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Zoo Digital Group plc | ||||
b) | LEI | 213800377KWAPKN5HX30 | ||||
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 | Ordinary shares of 1p | ||||
Identification code | GB00B1FQDL10 | |||||
b) | Nature of the transaction | Grant of Options | ||||
c) | Price(s) and volume(s) |
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d) | Aggregated information: · Aggregated volume · Price | Single transaction as in 4 c) above
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e) | Date of the transaction | 1 August 2017 | ||||
f) | Place of the transaction | Off market transaction | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Gordon Doran | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Commercial Director | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Zoo Digital Group plc | ||||
b) | LEI | 213800377KWAPKN5HX30 | ||||
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 | Ordinary shares of 1p | ||||
Identification code | GB00B1FQDL10 | |||||
b) | Nature of the transaction | Grant of Options | ||||
c) | Price(s) and volume(s) |
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d) | Aggregated information: · Aggregated volume · Price | Single transaction as in 4 c) above
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e) | Date of the transaction | 1 August 2017 | ||||
f) | Place of the transaction | Off market transaction | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Helen Gilder | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Financial Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Zoo Digital Group plc | ||||
b) | LEI | 213800377KWAPKN5HX30 | ||||
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 | Ordinary shares of 1p | ||||
Identification code | GB00B1FQDL10 | |||||
b) | Nature of the transaction | Grant of Options | ||||
c) | Price(s) and volume(s) |
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d) | Aggregated information: · Aggregated volume · Price | Single transaction as in 4 c) above
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e) | Date of the transaction | 1 August 2017 | ||||
f) | Place of the transaction | Off market transaction | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | ZOO Employee Share Trust Limited | ||||
2. | Reason for the notification | |||||
a) | Position/status: | PCA with Stuart Green (Chief Executive Officer) and Helen Gilder (Chief Financial Officer) | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | ZOO Digital Group plc | ||||
b) | LEI: | 213800377KWAPKN5HX30 | ||||
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 GB00B1FQDL10 | ||||
b) | Nature of the transaction: | Purchase of shares | ||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: · Aggregated volume: · Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 1 August 2017 | ||||
f) | Place of the transaction: | Off market transaction | ||||
For further enquiries please contact:
ZOO Digital Group plc | 0114 241 3700 | |
Stuart Green - Chief Executive Officer | ||
Helen Gilder - Chief Finance Officer | ||
FinnCap |
020 7220 0500 | |
Henrik Persson / Emily Watts / Alex Price (corporate finance) Camille Gochez (corporate broking)
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Alma PR | 020 8004 4218 |
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Josh Royston / Hilary Buchanan |
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About ZOO Digital Group plc:
ZOO Digital is a provider of services allowing quality TV and movie content to be subtitled in any language and prepared for sale with all major online retailers. ZOO's clients are some of the best-known brands in the world including major Hollywood studios, global broadcasters and independent distributors.
ZOO's point of difference in the marketplace is its development and use of innovative cloud technology. This ensures that content is subtitled in any language and delivered to all the major online platforms such as Amazon, iTunes, Google and Hulu with reduced time to market, higher quality and lower costs. ZOO's agile, cloud-based business model enables clients to respond to market trends, scale easily with business growth and capitalise on new routes to market in the fast moving and evolving digital industry.
ZOO operates from the entertainment hubs of Los Angeles and London with a development and production centre in Sheffield. Its full-service proposition includes digital distribution, subtitling & captioning, metadata creation & localisation, dubbing, artwork localisation, workflow and asset management.
www.zoodigital.com