REG - Brave Bison Grp PLC - Exercise of LTIP, Director Dealings and TVR

Brave BisonAnnouncement

25/09/2025 10:15

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RNS Number : 8269A  Brave Bison Group PLC  25 September 2025

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.

 

25 September 2025

 

Brave Bison Group plc

 

("Brave Bison" or the "Company", together with its subsidiaries "the Group")

 

Exercise of LTIP, Director Dealings and Total Voting Rights

 

Brave Bison, the next-generation marketing and technology partner for global
brands, announces that on 24 September 2025 Oliver Green, Executive Chairman,
and Theo Green, Chief Growth Officer, (the "LTIP Executives"), exercised their
put option rights under the 2021 Executive LTIP (the "LTIP" or the "Scheme")
and have been issued with new ordinary shares in the Company as detailed
below. The terms of the LTIP were announced by the Company on 20 December
2021.

 

 Name          Position              New ordinary shares issued
 Oliver Green  Executive Chairman    3,188,555
 Theo Green    Chief Growth Officer  3,188,555

 

The aggregate of 6,377,110 new ordinary shares of 2 pence each ("Ordinary
Shares") issued to the LTIP Executives pursuant to the exercise of the LTIP
(the "LTIP Shares") represent 6.6% of the existing issued share capital of the
Company immediately prior to this announcement.

 

Pursuant to the issue of the new Ordinary Shares, Oliver & Theo Green are
interested in an aggregate of 19,634,587 Ordinary Shares, representing 19.2%
of the Company's issued share capital, held personally and through connected
parties including Greenspan Investments Limited and Tangent Industries
Limited.

 

The LTIP Executives are restricted from selling any shares awarded under the
LTIP for a period of 12 months from exercise, with a carve out for settling
tax liabilities. The LTIP Executives do not currently intend to sell any
shares under the carve out.

 

The notifications below, provided in accordance with the UK Market Abuse
Regulation, provide further details.

 

 

Background to the LTIP

 

The LTIP was adopted in December 2021 and formed the cornerstone of the
Company's remuneration structure to retain and motivate Brave Bison's two
senior executives. At the point of its adoption, the LTIP Executives agreed
that they would receive annual salaries capped at £125,000 for so long as the
LTIP is in force and forgo any annual cash bonuses during the LTIP's term.

 

The LTIP agreement included a minimum vesting price of 60 pence per share,
compared to a price at adoption of 28.5 pence, below which no value accrued to
the LTIP Executives.

 

In structuring the LTIP, the Brave Bison Remuneration Committee was advised by
remuneration consultants h2glenfern and consulted with shareholders
representing 69% of the Company's issued share capital.

 

The base share price on adoption of the LTIP was 28.5 pence and the Redemption
Share Price (defined below) was78.7 pence, implying a total shareholder return
of 176% between adoption of the LTIP in December 2021 and exercise on 24
September 2025. The LTIP Executives joined Brave Bison between January and
April 2020, since which time the share price has appreciated by more than
300%.

 

Calculation of the LTIP

 

On adoption of the Scheme, the LTIP Executives each subscribed for 500
non-voting subordinate B ordinary shares of 0.1 pence each in a subsidiary of
the Company, Brave Bison 2021 Limited (the "B Shares"). Subject to the
achievement of performance conditions, the B Shares could be redeemed at any
time between the third and sixth anniversaries of the adoption of the LTIP in
exchange for new ordinary shares in the Company.

 

Providing the Company's share price exceeded 60 pence on the date of exercise
of the put option rights under the LTIP, the LTIP Executives were entitled to
sell their B Shares to the Company in exchange for the number of ordinary
shares in the capital of the Company equal to 15% of value created for the
Company's shareholders between the adoption of the LTIP and the exercise of
the put option rights, calculated as:

a)   the market value of all ordinary shares in issue on redemption of B
Shares, less

 

b)   the market value of the initial 54,040,800 ordinary shares in issue on
adoption based on an opening share price of 28.5 pence per ordinary share,
indexed at a compounding annualised growth rate of 8%, less

 

c)   the issue value of any additional new ordinary shares issued following
adoption of the LTIP and prior to redemption of the B Shares, indexed at a
compounding annualised growth rate of 8%, plus

 

d)   the value of any dividends, share buy backs or any other distributions
to shareholders following the implementation of the LTIP and prior to the
redemption of the B Shares

 

(being the "Redemption Value").

In calculating the number of new ordinary shares to be issued to the LTIP
Executives on redemption, the Redemption Value was divided by 78.7 pence,
being the prevailing mid-market closing price per ordinary share over the
previous ten business days prior to redemption (the "Redemption Share Price").

 

The Company's Remuneration Committee, so advised by h2glenfern, has calculated
the Redemption Value as £33.4 million.

 

Admission and Total Voting Rights

Application has been made for the LTIP Shares to be admitted to trading on AIM
("Admission"). Admission is expected to occur at 8.00 a.m. on 1 October 2025
and the LTIP Shares will, on issue, rank pari passu in all respects with the
Company's existing ordinary shares.

On Admission, the Company will have a total of 102,271,847 ordinary shares in
issue. No ordinary shares are held in treasury. The figure of 102,271,847 may
be used by the Company's shareholders as the denominator in 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 Guidance and Transparency Rules.

 

For further information please contact:

 

Brave Bison Group plc

Oliver Green, Chairman
 
via Cavendish

Theo Green, Chief Growth Officer

Philippa Norridge, Chief Financial Officer

 

Cavendish Capital Markets
 
Tel: +44 (0) 20 7220 0500

Nominated Adviser & Broker 

Ben Jeynes / Teddy Whiley / Elysia Bough - Corporate Finance

Michael Johnson / Sunila de Silva - ECM

 

The information set out below is provided in accordance with the requirements
of the UK Market Abuse Regulation.

 

UPDATE

 

 1.  Details of PDMR / person closely associated
 a)  Name                                             Oliver Green
 2.  Reason for the notification
 a)  Position / status                                Executive Chairman
 b)  Initial notification /amendment                  Initial notification
 3.  Details of the issuer
 a)  Name                                             Brave Bison Group plc
 b)  LEI                                              213800BEII7EWIN8X308
 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 2p each
 b)  Identification code of the Financial Instrument  GB00BSLKLP68
 c)  Nature of the transaction                        In settlement of the exercise of a put option held pursuant to the terms of
                                                      the Brave Bison 2021 Executive LTIP
 d)  Price(s) and volume(s)                           Price nil  Volume 3,188,555
 f)  Date of the transaction                          24 September 2025
 g)  Place of the transaction                         Outside a trading venue

f)

Date of the transaction

24 September 2025

g)

Place of the transaction

Outside a trading venue

 

 1.  Details of PDMR / person closely associated
 a)  Name                                             Theo Green
 2.  Reason for the notification
 a)  Position / status                                Chief Growth Officer
 b)  Initial notification /amendment                  Initial notification
 3.  Details of the issuer
 a)  Name                                             Brave Bison Group plc
 b)  LEI                                              213800BEII7EWIN8X308
 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 2p each
 b)  Identification code of the Financial Instrument  GB00BSLKLP68
 c)  Nature of the transaction                        In settlement of the exercise of a put option held pursuant to the terms of
                                                      the Brave Bison 2021 Executive LTIP
 d)  Price(s) and volume(s)                           Price nil  Volume 3,188,555
 f)  Date of the transaction                          24 September 2025
 g)  Place of the transaction                         Outside a trading venue

f)

Date of the transaction

24 September 2025

g)

Place of the transaction

Outside a trading venue

 

 

 

 

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