REG - Bidstack Group PLC - Adoption and Grant of LTIP Options

BidstackAnnouncement

22/12/2021 07:00

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RNS Number : 4179W  Bidstack Group PLC  22 December 2021

Certain 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") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.

22 December 2021

 

Bidstack Group Plc

("Bidstack" or the "Company")

 

Adoption of Long Term Incentive Plan

Grant of LTIP Options

 

Further to its announcement on 27 July 2021, Bidstack Group plc (AIM: BIDS),
the native in-game advertising group, announces that, as set out in the
Circular published by the Company on 2 July 2021, it has adopted a new Long
Term Incentive Plan ("LTIP") on 21 December 2021 and, on the recommendation of
the Remuneration Committee, has made an aggregate of 91,000,000 LTIP awards,
including the awards detailed below to James Draper, Francesco Petruzzelli,
Lisa Hau and Lewis Sherlock (the "Executives").  In addition, the Company has
made awards of a further 6,000,000 EMI share options to certain employees and
12,600,000 unapproved options to Donald Stewart, its Chairman, Bryan Neider,
Non-executive Director and Glen Calvert, Non-executive Director and to certain
members of the Advisory Committee.

 

For the purposes of the new LTIP awards to the Executives and others, the
awards have been made in two categories, each subject to different performance
criteria.

 

For the first set of LTIP awards ("First Awards") the Remuneration Committee
considered that the most appropriate performance target for the Company at
this stage in its development is revenue. The vesting schedule below
highlights the details for the achievement of the awards.

 

 Revenue            Vesting Schedule

 % on target        % vesting
 90 and above       100
 Between 75 and 90  50 - 100 (straight line basis between points)
 75                 50
 Below 75           0

 

These LTIP awards also include an operating cost element which, if achieved,
can increase the amount of vesting by 10%, in the event the revenue target is
missed. Any awards not vesting from Year 1 will be rolled into the Year 2
award.

 

The second set of LTIP awards ("Second Awards") were intended to create
circumstances which ought to lead to exceptional returns for the Company and
its shareholders.  The Remuneration Committee considered that EBITDA -
Earnings Before Interest, Tax, Depreciation and Amortisation was an
appropriately more challenging performance condition for the Company at this
stage. The vesting schedule below highlights the details for the achievement
of the second set of LTIP awards.

 

 EBITDA        Vesting Schedule

 % on target   % vesting
 100 or above  100
 95 and above  75
 90 and above  50
 Below 90      0

 

The LTIP awards to each of the Executives in each set of awards will vest over
a three year period. All of the LTIP awards, when vested, will be exercisable
on payment of nominal value only.

 

The First Awards have been made to the Executives as follows:

 

 Name                   2022       2023       2024       Total
 James Draper           6,000,000  6,000,000  6,000,000  18,000,000
 Francesco Petruzzelli  6,000,000  6,000,000  6,000,000  18,000,000
 Lisa Hau               1,000,000  1,000,000  1,000,000  3,000,000
 Lewis Sherlock         2,000,000  2,000,000  2,000,000  6,000,000

 

The Second Awards have been made as follows:

 

 Name                   2022       2023       2024       Total
 James Draper           6,000,000  6,000,000  6,000,000  18,000,000
 Francesco Petruzzelli  6,000,000  6,000,000  6,000,000  18,000,000
 Lisa Hau               1,000,000  1,000,000  1,000,000  3,000,000

 

The relevant targets will be set by the Remuneration Committee based on the
consensus of market expectations.

 

Notwithstanding the above performance criteria, all of the LTIP awards will
vest in the event of a change of control of the Company.

 

In aggregate the LTIP awards represent 9.77% of the current issued share
capital of the Company.

 

In addition to the above the Company has awarded 6,000,000 new EMI options to
certain employees granted under the terms of the Bidstack Group Plc EMI Share
Option Scheme 2018 ("EMI Options"), 7,000,000 unapproved share options to
certain Directors and 5,600,000 unapproved share options to certain members of
the Advisory Committee granted under the terms of the Bidstack Group Plc
Unapproved Share Option Scheme 2018 ("Unapproved Options").  The unapproved
options granted to the Directors are as follows:

 

 Name            Number of Options
 Donald Stewart  3,000,000
 Bryan Neider    2,000,000
 Glen Calvert    2,000,000

 

These new EMI Options and Unapproved Options together represent 1.99% of the
current issued share capital of the Company.

 

Each of these new EMI Options and Unapproved Options will be exercisable at a
price of 3.6 pence per share (being the mid-market closing price on 21
December 2021).  All of the new EMI Options and Unapproved Options granted to
Directors will be exercisable three years after the date of grant, save in
usual circumstances including the Company being the subject of a takeover
offer, and all of the new options will expire ten years after the date of
grant. The Unapproved Options granted to certain advisers are subject to
specific performance criteria.

 

The Company announces the following PDMR dealings in accordance with Article
19 of the Market Abuse Regulation:

FORM FOR NOTIFYING DEALINGS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     James Draper
 2.  Reason for the notification
 a)  Position/status                          Chief Executive
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                     Bidstack Group Plc
 b)  LEI                                      213800Q47UWF61LMRR02
 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  Ordinary Shares of 0.5 pence each
 b)  Identification code                      GB00BZ7M6059
 c)  Nature of the transactions               Grant of Options
 d)  Price(s) and volume(s)                   Exercise price: 0.5 pence

                                              Volume: 18,000,000 First LTIP awards

                                              18,000,000 Second LTIP awards
 e)  Aggregated information                   36,000,000 LTIP awards

     -     Aggregated volume                  Exercise price: 0.5 pence

     -     Price
 f)  Date of the transactions                 21 December 2021
 g)  Place of the transactions                Off market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Francesco Petruzelli
 2.  Reason for the notification
 a)  Position/status                          Chief Technology Officer
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                     Bidstack Group Plc
 b)  LEI                                      213800Q47UWF61LMRR02
 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  Ordinary Shares of 0.5 pence each
 b)  Identification code                      GB00BZ7M6059
 c)  Nature of the transactions               Grant of Options
 d)  Price(s) and volume(s)                   Exercise price: 0.5 pence

                                              Volume: 18,000,000 First LTIP awards

                                              18,000,000 Second LTIP awards
 e)  Aggregated information                   36,000,000 LTIP awards

     -     Aggregated volume                  Exercise price: 0.5 pence

     -     Price
 f)  Date of the transactions                 21 December 2021
 g)  Place of the transactions                Off market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Lisa Hau
 2.  Reason for the notification
 a)  Position/status                          Chief Operating Officer
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                     Bidstack Group Plc
 b)  LEI                                      213800Q47UWF61LMRR02
 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  Ordinary Shares of 0.5 pence each
 b)  Identification code                      GB00BZ7M6059
 c)  Nature of the transactions               Grant of Options
 d)  Price(s) and volume(s)                   Exercise price: 0.5 pence

                                              Volume: 3,000,000 First LTIP awards

                                              3,000,000 Second LTIP awards
 e)  Aggregated information                   6,000,000 LTIP awards

     -     Aggregated volume                  Exercise price: 0.5 pence

     -     Price
 f)  Date of the transactions                 21 December 2021
 g)  Place of the transactions                Off market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Lewis Sherlock
 2.  Reason for the notification
 a)  Position/status                          SVP Programmatic
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                     Bidstack Group Plc
 b)  LEI                                      213800Q47UWF61LMRR02
 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  Ordinary Shares of 0.5 pence each
 b)  Identification code                      GB00BZ7M6059
 c)  Nature of the transactions               Grant of Options
 d)  Price(s) and volume(s)                   Exercise price: 0.5 pence

                                              Volume: 6,000,000 First LTIP awards
 e)  Aggregated information                   As for d) above

     -     Aggregated volume

     -     Price
 f)  Date of the transactions                 21 December 2021
 g)  Place of the transactions                Off market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Donald Stewart
 2.  Reason for the notification
 a)  Position/status                          Chairman
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                     Bidstack Group Plc
 b)  LEI                                      213800Q47UWF61LMRR02
 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  Ordinary Shares of 0.5 pence each
 b)  Identification code                      GB00BZ7M6059
 c)  Nature of the transactions               Grant of Options
 d)  Price(s) and volume(s)                   Exercise price: 3.6 pence

                                              Volume: 3,000,000 options
 e)  Aggregated information                   As for d) above

     -     Aggregated volume

     -     Price
 f)  Date of the transactions                 21 December 2021
 g)  Place of the transactions                Off market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Bryan Neider
 2.  Reason for the notification
 a)  Position/status                          Non-executive Director
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                     Bidstack Group Plc
 b)  LEI                                      213800Q47UWF61LMRR02
 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  Ordinary Shares of 0.5 pence each
 b)  Identification code                      GB00BZ7M6059
 c)  Nature of the transactions               Grant of Options
 d)  Price(s) and volume(s)                   Exercise price: 3.6 pence

                                              Volume: 2,000,000 options
 e)  Aggregated information                   As for d) above

     -     Aggregated volume

     -     Price
 f)  Date of the transactions                 21 December 2021
 g)  Place of the transactions                Off market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Glen Calvert
 2.  Reason for the notification
 a)  Position/status                          Non-executive Director
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                     Bidstack Group Plc
 b)  LEI                                      213800Q47UWF61LMRR02
 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  Ordinary Shares of 0.5 pence each
 b)  Identification code                      GB00BZ7M6059
 c)  Nature of the transactions               Grant of Options
 d)  Price(s) and volume(s)                   Exercise price: 3.6 pence

                                              Volume: 2,000,000 options
 e)  Aggregated information                   As for d) above

     -     Aggregated volume

     -     Price
 f)  Date of the transactions                 21 December 2021
 g)  Place of the transactions                Off market

 

- Ends -

Contacts:

 Bidstack Group Plc

 James Draper, CEO                                            via Buchanan
 SPARK Advisory Partners Limited (Nomad)                      +44 (0) 203 368 3550

 Mark Brady / Neil Baldwin / James Keeshan
 Stifel Nicolaus Europe Limited (Joint Broker)

 Fred Walsh                                                   +44 (0) 20 7710 7600

 Buchanan Communications Limited

 Chris Lane / Stephanie Watson / Kim van Beeck                +44 (0) 20 7466 5000

 bidstack@buchanan.uk.com (mailto:bidstack@buchanan.uk.com)

Notes to editors

About Bidstack

 

Bidstack is an advertising technology company which provides dynamic, targeted
and automated native in-game advertising for the global video games industry
across multiple platforms. Its proprietary technology is capable of inserting
advertisements within video games.  Bidstack's customers are games publishers
and developers (on the supply side), and advertising agencies, brands and
media-buying platforms (on the demand side).

 

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