REG - Bidstack Group PLC - Grant of LTIP Options

BidstackAnnouncement

09/12/2022 11:15

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RNS Number : 2383J  Bidstack Group PLC  09 December 2022

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.

9 December 2022

 

Bidstack Group Plc

("Bidstack" or the "Company")

 

Grant of LTIP Options

 

Bidstack Group plc (AIM: BIDS), the native in-game advertising group,
announces that, on the recommendation of the Remuneration Committee, has made
an aggregate of 27,930,000 LTIP awards to Camila Franklin and Jude O'Connor
(the "Executives").

 

In addition, the Company has made awards of a further 3,400,000 EMI and
15,525,350 unapproved share options to certain employees and 2,000,000
unapproved options to David Reeves, its Chairman.

 

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             2023       2024       2025       Total
 Camila Franklin  3,490,901  3,490,901  3,490,948  10,473,750
 Jude O'Connor    3,490,901  3,490,901  3,490,948  10,473,750

 

The Second Awards have been made as follows:

 

 Name             2023       2024       2025       Total
 Camila Franklin  1,163,634  1,163,634  1,163,983  3,491,250
 Jude O'Connor    1,163,634  1,163,634  1,163,983  3,491,250

 

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 above LTIP awards represent 2.14% of the current issued share
capital of the Company as at the date hereof.

 

In addition to the above the Company has awarded 3,400,000 new EMI options to
certain employees granted under the terms of the Bidstack Group Plc EMI Share
Option Scheme 2018 ("EMI Options"),  15,525,350 new options to certain
employees granted under the terms of the Bidstack Group Plc Unapproved Share
Option Scheme 2018 and 2,000,000 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 only unapproved options being granted to a Director ("Director's Options")
are as follows:

 

 Name          Number of Options
 David Reeves  2,000,000

 

 

These new EMI Options and Unapproved Options together represent 1.46 % of the
current issued share capital of the Company as at the date hereof.

 

Each of these new EMI Options and Unapproved Options will be exercisable at a
price of 3 pence per share (being the mid-market closing price on 8 December
2022) with the exception of the Director's Options which will be exercisable
at a price of 3.6 pence per share.  All of the new EMI Options and Unapproved
Options granted to the Director 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 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                                     Camila Franklin
 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: 10,473,750 First LTIP awards

                                              3,491,250 Second LTIP awards
 e)  Aggregated information                   13,965,000 LTIP awards

     -     Aggregated volume                  Exercise price: 0.5 pence

     -     Price
 f)  Date of the transactions                 8 December 2022
 g)  Place of the transactions                Off market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Jude O'Connor
 2.  Reason for the notification
 a)  Position/status                          Chief Revenue 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: 10,473,750 First LTIP awards

                                              3,491,250 Second LTIP awards
 e)  Aggregated information                   13,965,000 LTIP awards

     -     Aggregated volume                  Exercise price: 0.5 pence

     -     Price
 f)  Date of the transactions                 8 December 2022
 g)  Place of the transactions                Off market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     David Reeves
 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: 2,000,000 options
 e)  Aggregated information                   As for d) above

     -     Aggregated volume

     -     Price
 f)  Date of the transactions                 8 December 2022
 g)  Place of the transactions                Off market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Glen Ames
 2.  Reason for the notification
 a)  Position/status                          Chief Product and 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: 3 pence

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

     -     Aggregated volume

     -     Price
 f)  Date of the transactions                 8 December 2022
 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 / Tom Marsh                                       +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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