REG - boohoo group plc - Grant of Options, Directors’ Dealings and TVR
05/07/2022 07:00
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RNS Number : 2846R boohoo group plc 05 July 2022
FOR IMMEDIATE RELEASE 5 July 2022
boohoo group plc
("boohoo" or "the Company" or "the Group")
Grant of Options, Directors' Dealings and Total Voting Rights
boohoo group plc (AIM: BOO), a leading online fashion group, announces that it
has granted a total of 28,753,210 options on 1 July 2022 pursuant to the
Company's Discretionary Share Award Plan ('DSAP') and the Company's Long Term
Incentive Plan ('LTIP')
DSAP Awards
Nil cost options over a total of 5,427,077 Ordinary Shares of 1 pence each
("Shares") were granted to 196 employees pursuant to Company's Discretionary
Share Award Plan, equating to 0.43% of the current issued share capital. The
options granted have a vesting period of three years.
LTIP Awards
Options over a total of 23,326,133 Shares were granted to 48 senior managers
pursuant to the Company's Long Term Incentive Plan ('LTIP'), equating to
1.84% of the current issued share capital. The options were granted at an
exercise price of 1 pence per Share on 1 July 2022.
The options granted have a vesting period of three years ending on 1 July 2025
and vesting is dependent on meeting challenging performance conditions,
including specific and measurable ESG and TSR related targets. As a result,
the performance conditions will have the following weightings: TSR (40%), EPS
(20%), revenue (20%), and ESG (20%).
The grant includes options over an aggregate of 6,721,143 Shares to Mahmud
Kamani (Group Executive Chairman), Carol Kane (Group Executive Director), John
Lyttle (Chief Executive Officer) and Neil Catto (Chief Financial Officer) as
detailed in the table below and, following this grant, their interest in
Shares is as follows*:
Director Shares held personally Shares under option in LTIP Shares held under SIP Shares under option in SAYE Shares under option in DBP Total interest* % of issued share capital*
Mahmud Kamani 157,979,880 1,738,230 0 0 0 159,718,110 12.58%
Carol Kane 33,330,421 1,738,230 0 0 0 35,068,651 2.77%
John Lyttle 188,172 2,375,568 4,994 8,297 593,425 3,170,456 0.25%
Neil Catto 79,735 1,790,776 15,503 8,297 192,983 2,170,671 0.16%
*Mahmud Kamani, Carol Kane and Neil Catto also have an interest in Shares
through the Management Incentive Plan and John Lyttle through the Growth Share
Plan, as previously announced.
Total Voting Rights
As at 4 July 2022 the total number of ordinary shares of 1p each ("Ordinary
Shares") and voting rights in the Company is 1,267,840,355. No Ordinary
Shares are held in treasury. This figure for total number of Ordinary Shares
may be used by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company under the Financial Conduct
Authority's Disclosure Rules and Transparency Rules.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
Further details are set out in the below notification, made in accordance with
the requirements of the UK Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mahmud Kamani
2 Reason for the notification
a) Position/status Group Executive Chairman
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Boohoo Group plc
b) LEI 213800SZF3KFCECWY243
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
ISIN: JE00BG6L7297
b) Nature of the transaction Grant of shares under option in the Company's LTIP
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 1,738,230
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 1 July 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
1 July 2022
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Carol Kane
2 Reason for the notification
a) Position/status Group 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 Boohoo Group plc
b) LEI 213800SZF3KFCECWY243
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
ISIN: JE00BG6L7297
b) Nature of the transaction Grant of shares under option in the Company's LTIP
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 1,738,230
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 1 July 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
1 July 2022
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name John Lyttle
2 Reason for the notification
a) Position/status Group CEO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Boohoo Group plc
b) LEI 213800SZF3KFCECWY243
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
ISIN: JE00BG6L7297
b) Nature of the transaction Grant of shares under option in the Company's LTIP
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 2,375,568
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 1 July 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
1 July 2022
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Neil Catto
2 Reason for the notification
a) Position/status Group CFO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Boohoo Group plc
b) LEI 213800SZF3KFCECWY243
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
ISIN: JE00BG6L7297
b) Nature of the transaction Grant of shares under option in the Company's LTIP
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 869,115
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 1 July 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
1 July 2022
f)
Place of the transaction
Outside of a trading venue
-ends-
Enquiries
boohoo group plc
Neil Catto, Chief Financial Officer Tel: +44 (0)161 233 2050
Alistair Davies, Investor Relations Tel: +44 (0)161 233 2050
Clara Melia, Investor Relations Tel: +44 (0)20 3289 5520
Mark Mochalski, Investor Relations Tel: +44 (0)20 3239 6289
Zeus Capital - Nominated adviser and joint broker
Nick Cowles / Andrew Jones Tel: +44 (0)161 831 1512
Benjamin Robertson Tel: +44 (0)20 3829 5000
Jefferies - Joint broker
Philip Noblet / Max Jones Tel: +44 (0)20 7029 8000
Buchanan - Financial PR adviser boohoo@buchanan.uk.com
Richard Oldworth / Kim Looringh-van Beeck / Toto Berger Tel: +44 (0)20 7466 5000
About boohoo group plc
"Leading the fashion eCommerce market"
Founded in Manchester in 2006, boohoo is an inclusive and innovative global
brand targeting young, value-orientated customers, pushing boundaries to bring
its customers up-to-date and inspirational fashion, 24/7.
In 2017, the group extended its customer offering through the acquisitions of
the vibrant fashion brand PrettyLittleThing and free-thinking brand Nasty Gal.
In March 2019, the group acquired the MissPap brand, in August 2019 the Karen
Millen and Coast brands and in June 2020 the Warehouse and Oasis brands, all
complementary to the group's scalable, multi-brand platform. In January 2021,
the group acquired the intellectual property assets of Debenhams, with the
goal of transforming a leading UK fashion and beauty retailer into a digital
department store and marketplace through a new capital-light and low-risk
operating model. In February 2021, the group acquired the intellectual
property assets of UK brands Dorothy Perkins, Wallis and Burton. As at 28
February 2022, the boohoo group had 20 million active customers across all its
brands around the world.
Cautionary Statement
Certain statements included or incorporated by reference within this
announcement may constitute "forward-looking statements" in respect of the
group's operations, performance, prospects and/or financial condition.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words and words of similar meaning as
"anticipates", "aims", "due", "could", "may", "will", "should", "expects",
"believes", "intends", "plans", "potential", "targets", "goal" or "estimates".
By their nature, forward-looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may differ
materially from those expressed or implied by those statements. Accordingly,
no assurance can be given that any particular expectation will be met and
reliance should not be placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities should not be
taken as a representation that such trends or activities will continue in the
future. No responsibility or obligation is accepted to update or revise any
forward-looking statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a profit
forecast. This announcement does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase any shares or
other securities in the Company, nor shall it or any part of it or the fact of
its distribution form the basis of, or be relied on in connection with, any
contract or commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other securities of the
Company. Past performance cannot be relied upon as a guide to future
performance and persons needing advice should consult an independent financial
adviser. Statements in this announcement reflect the knowledge and information
available at the time of its preparation. Liability arising from anything in
this announcement shall be governed by English law. Nothing in this
announcement shall exclude any liability under applicable laws that cannot be
excluded in accordance with such laws.
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