REG - Brandshield Systems - Vesting of Options under Long Term Incentive Plan
29/09/2022 07:30
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RNS Number : 1356B Brandshield Systems PLC 29 September 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
BrandShield Systems Plc
("BrandShield" or the "Company")
Vesting of Options under Long Term Incentive Plan
BrandShield Systems plc (AIM:BRSD), a leading provider of cybersecurity
solutions from brand protection to online threat hunting, announces that on 28
September 2022, certain percentages of the Long Term Incentive Plan ("LTIP")
performance based options vested in accordance with the terms set out in the
LTIP option agreements with certain senior managers in the Company.
The terms of the LTIP options award were announced by the Company on 19 April
2021. Under these terms the LTIP options would vest based on the achievement
of Annual Recurring Revenue milestone targets of $7m as at 30 June 2022 and
$13m as at 30 June 2023.
Following the publication of the Company's interim results on 28 September
2022, 3 senior managers have qualified for 94.1923% of the First Milestone
Options. These options are exercisable into new ordinary shares at the
Company upon payment of an exercise price of £0.01, that being the nominal
value of the Company's shares. However, they are not exercisable for 3 years
from grant (19 April 2024) and have a life to expiry of 10 years (until 19
April 2031).
Further LTIP options ("Second Milestone Options"), awarded to these 3 senior
managers, may vest based on Second ARR targets being achieved as at 30 June
2023, the details of which are contained within the Company's announcement of
19 April 2021.
LTIP options have vested in line with the following table:
Name of Director / PDMR Number of LTIP Options Originally Granted Exercise Price Vesting Conditions Number of Options Vested based on 30 June 2022 ARR figure
Yoav Keren (CEO) 5,854,580 £0.01 50% on achievement of First ARR target by 30 June 2022. Sliding scale below 2,757,280 (out of a maximum of
that to 70% of target achieved. 50% on achievement of Second ARR target
by 30 June 2023 with sliding scale below to 70% of target. Catch up on 2,927,290)
first 50% should 75% of second target be achieved.
Yuval Zantkeren 5,854,580 £0.01 As above 2,757,280 (out of a maximum of
(CTO) 2,927,290)
Itai Galmor 2,282,730 £0.01 As above 1,075,077 (out of a maximum of 1,141,365)
(Chief Revenue Officer)
Definitions used in this announcement are as per the 19 April 2021
notification.
For more information contact:
BrandShield Systems plc +44 (0)20 3143 8300
Yoav Keren, CEO
Spark Advisory Partners Limited (Nominated Adviser) +44 (0)20 3368 3554
Neil Baldwin / Andrew Emmott / James Keeshan
Shore Capital (Joint Broker) +44 (0)20 7408 4090
Toby Gibbs / James Thomas (Corporate Advisory)
Henry Willcocks (Corporate Broking)
**ENDS**
The notification below, made in accordance with the Market Abuse Regulation,
provides further details in relation to these PDMR dealings.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Yoav Keren
2 Reason for notification
a) Position / status Director
b) Initial notification Initial
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name BrandShield Systems Plc
b) LEI 213800K5AXTQDWB6BP80
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 (£0.01) each in the capital of BrandShield Systems Plc
Identification code ISIN GB00BM97CN29
Nature of the transaction Grant of options
Price(s) and volumes(s) Price(s) Volume(s)
£0.01 2,757,280
d) Aggregated information
- Aggregated volume 2,757,280
- Aggregated price £0.01
e) Date of the transaction 29 September 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Aggregated price
2,757,280
£0.01
e)
Date of the transaction
29 September 2022
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Yuval Zantkeren
2 Reason for notification
a) Position / status Director
b) Initial notification Initial
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name BrandShield Systems Plc
b) LEI 213800K5AXTQDWB6BP80
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 (£0.01) each in the capital of BrandShield Systems Plc
Identification code ISIN GB00BM97CN29
Nature of the transaction Grant of options
Price(s) and volumes(s) Price(s) Volume(s)
£0.01 2,757,280
d) Aggregated information
- Aggregated volume 2,757,280
- Aggregated price £0.01
e) Date of the transaction 29 September 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Aggregated price
2,757,280
£0.01
e)
Date of the transaction
29 September 2022
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Itai Galmor
2 Reason for notification
a) Position / status PDMR
b) Initial notification Initial
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name BrandShield Systems Plc
b) LEI 213800K5AXTQDWB6BP80
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 (£0.01) each in the capital of BrandShield Systems Plc
Identification code ISIN GB00BM97CN29
Nature of the transaction Grant of options
Price(s) and volumes(s) Price(s) Volume(s)
£0.01 1,075,077
d) Aggregated information
- Aggregated volume 1,075,077
- Aggregated price £0.01
e) Date of the transaction 29 September 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Aggregated price
1,075,077
£0.01
e)
Date of the transaction
29 September 2022
f)
Place of the transaction
Outside a trading venue
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