Grant of Options and Issue of Shares
03/02/2025 07:09
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RNS Number : 6265V boohoo group plc 03 February 2025
For Immediate Release 3 February 2025
boohoo group plc
("boohoo" or the "Company")
Grant of Options, Issue of Shares and Directors' Dealing
boohoo group plc (AIM: BOO), a leading online fashion group, announces that
options over a total of 8,293,104 Ordinary Shares of 1 pence each
("Shares") were granted to Dan Finley, Group Chief Executive Officer, and
Stephen Morana, Group Chief Financial Officer today, 3 February 2025.
In addition, the Company has issued 275,864 ordinary shares of 1 pence each
("New Ordinary Shares") to its Non‐Executive Directors as part of their
compensation package.
Grant of Options (the "Awards")
Nil cost options over 1,000,000 Shares were granted to Dan Finley pursuant to
the Company's Discretionary Share Award Plan, equating to 0.07% of the issued
share capital. This award forms part of Dan's remuneration as Chief Executive
of Debenhams prior to his appointment as Group CEO on 1 November 2024. The
options vest in three tranches on 28 June 2025, 28 June 2026, and 28 June
2027.
In addition, nil cost options over 3,793,104 Shares were granted today to Dan
Finley and 3,500,000 to Stephen Morana, equating to 0.52 % of the issued share
capital. These awards form part of the terms and conditions of Dan and
Stephen's appointments as Group CEO and Group CFO. Dan's Award vests and
becomes exercisable immediately. Stephen's Award, which was conditional upon
continued employment 12 months after his appointment as Group CFO on 19
February 2024, vests and becomes exercisable on 19 February 2025.
The Awards will be satisfied by the Company's Employee Benefit Trust and there
is no dilutive impact on shareholders.
Dan and Stephen are not participants in the Company's Growth Share Plan
announced on 8 March 2023.
Following this grant, Dan and Stephen's interests in the Company's Shares are
as follows:
Director Shares held personally Shares under option in LTIP Shares held under SIP Shares under option in SAYE Shares under option in DSP Shares under option in Conditional Award Total interest % of issued share capital
Dan Finley 290,806 - - 60,000 3,123,340 4,658,441 8,132,587 0.58%
Stephen Morana 129,097 - - - - 3,500,000 3,629,097 0.26%
Issue of Shares
A total of 275,864 New Ordinary Shares were issued at an effective price of
29.00 pence under the terms of the Non-Executive Directors' letter of
appointment which requires compensation to be made partly in cash and partly
in Ordinary Shares.
The New Ordinary Shares represent the share compensation due for the financial
year ending 28 February 2025 and are subject to lock in provisions for as long
as the recipient remains a director of boohoo.
The details of the issuance are set out below:
Director Value of the share issuance Number of New Ordinary Shares Issued Number of Ordinary Shares held following the issuance Percentage of the Ordinary Issue Share Capital (%)
Iain McDonald £20,000 68,966 879,839 0.063
Tim Morris £20,000 68,966 144,701 0.010
Kirsty Britz £10,000 34,483 94,548 0.007
Alistair McGeorge £20,000 68,966 127,644 0.009
John Goold £10,000 34,483 63,956 0.005
Trading in the New Ordinary Shares, which will rank pari passu in all
respects with the existing Ordinary Shares, is expected to commence on or
around 6 February 2025.
Total Voting Rights
Following admission of the New Ordinary Shares, the total number of ordinary
shares and voting rights in the Company will be 1,397,216,579. The Company
does not hold any shares in treasury.
The above figure may be used by shareholders in the Company 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 share capital
of the Company under the FCA's Disclosure and Transparency Rules.
Enquiries
boohoo group plc
Stephen Morana, Chief Financial Officer Tel: +44 (0)161 233 2050
Victoria Huxster, Head of Investor Relations Tel: +44 (0)161 233 2050
Zeus Capital - Nominated adviser and joint broker
Nick Cowles / Dan Bate / James Edis Tel: +44 (0)161 831 1512
Benjamin Robertson Tel: +44 (0)20 3829 5000
HSBC - Joint broker
Anthony Parsons / Alex Thomas / Chloe Ponsonby / James Hopton Tel: +44 (0)20 7991 8888
Headland - Financial PR adviser
Susanna Voyle / Will Smith Tel: +44 (0)20 3725 7514
About boohoo group plc
"Leading the fashion eCommerce market"
Founded in Manchester in 2006, boohoo group is a fashion forward,
inclusive and innovative business. The Group's brands are complementary,
vibrant and scalable, delivering inspirational, on-trend fashion to our
customers 24/7. The diversity of our brands, including the group's 5 core
brands, boohoo, boohooMAN, PrettyLittleThing, Karen Millen and Debenhams,
enable us to serve a broad customer base, globally, with a primary focus on
the UK and US markets. Since its acquisition in 2021, Debenhams has been
transformed from a retailer into a digital marketplace with a capital-light,
low-risk operating model and a focus on fashion, beauty as well as home.
Boohoo group is concentrated on driving sustainable, profitable growth with
technology and automation increasing efficiency across the business.
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 Dan Finley
2 Reason for the notification
a) Position/status Group Chief Executive Officer
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 each
Identification code
ISIN: JE00BG6L7297
b) Nature of the transaction Grant of Options
c) Price(s) and volume(s) Price No. of shares
i Nil 1,000,000
ii Nil 3,793,104
d) Aggregated information Price No. of shares
i. Nil 4,793,104
- Aggregated volume
- Price
e) Date of the transaction 3 February 2025
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
Price No. of shares
i. Nil 4,793,104
e)
Date of the transaction
3 February 2025
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Stephen Morana
2 Reason for the notification
a) Position/status Group 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 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 each
Identification code
ISIN: JE00BG6L7297
b) Nature of the transaction Grant of Options
c) Price(s) and volume(s) Price No. of shares
i Nil 3,500,000
d) Aggregated information Price No. of shares
i. Nil 3,500,000
- Aggregated volume
- Price
e) Date of the transaction 3 February 2025
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
Price No. of shares
i. Nil 3,500,000
e)
Date of the transaction
3 February 2025
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name i. Iain McDonald
ii. Tim Morris
iii. Kirsty Britz
iv. Alistair McGeorge
v. John Goold
2 Reason for the notification
a) Position/status i. Non-Executive Director
ii. Chair and Non-Executive Director
iii. Non-Executive Director
iv. Non-Executive Director
v. 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 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 each
ISIN: JE00BG6L7297
Identification code
b) Nature of the transaction Issue of shares as part of compensation
c) Price(s) and volume(s) Price No. of shares
i 29.00p 68,966
ii 29.00p 68,966
iii 29.00p 34,483
iv 29.00p 68,966
v 29.00p 34,483
d) Aggregated information Price No. of shares
i £20,000 68,966
- Aggregated volume ii £20,000 68,966
iii £10,000 34,483
- Price iv £20,000 68,966
v £10,000 34,483
e) Date of the transaction 3 February 2025
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
Price No. of shares
i £20,000 68,966
ii £20,000 68,966
iii £10,000 34,483
iv £20,000 68,966
v £10,000 34,483
e)
Date of the transaction
3 February 2025
f)
Place of the transaction
Outside of a trading venue
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