REG - Brave Bison Grp PLC - Proposed Long Term Incentive Plan

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RNS Number : 3760G  Brave Bison Group PLC  01 June 2026

1 June 2026

 

Brave Bison Group plc

 

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

 

2026 Long Term Incentive Plan

 

 

Further to the Company's announcement of 18 May 2026 and publication of notice
of the Company's annual general meeting to be held on 17 June 2026 (the
"AGM"), the Company announces the terms of the proposed 2026 Brave Bison Long
Term Incentive Plan (the "LTIP").

 

In finalising the terms of the LTIP, the Company's Remuneration Committee has
conducted a consultation with shareholders representing approximately 70% of
the Company's issued ordinary share capital, including the directors and
related parties. The proposed terms of the LTIP reflect the outcome of that
consultation, including revisions made in response to feedback received.

 

Remuneration Philosophy

 

Brave Bison is a growth company pursuing an acquisition-led strategy in
fragmented digital media, marketing and technology markets. The Remuneration
Committee believes that executive remuneration should be structured to create
direct and transparent alignment between executive reward and long-term
shareholder value creation.

 

The Remuneration Committee's philosophy rests on three principles. First,
executives should only be materially rewarded when shareholders have first
seen substantial appreciation in the value of their investment. Second, the
cost of the plan to shareholders should arise as a consequence of value having
been created - with an LTIP that is self-funding by design. Third, the
incentive structure should support long-term decision-making consistent with a
growth and acquisition-led strategy, rather than incentivising short-term
earnings management.

 

The previously adopted 2021 LTIP delivered total shareholder returns of 176%
over its life, representing a compound annual growth rate of approximately
31%. The Remuneration Committee believes the value creation plan structure was
instrumental in driving this outcome and that a continuation of this approach,
with appropriately recalibrated terms reflecting the Company's larger equity
base, is in the best interests of all shareholders.

 

 

Structure and Key Terms

 

The proposed LTIP is a value creation plan. The essence of the LTIP is that,
subject to a minimum share price hurdle of 150p, the Executives may earn up
12% of value created for shareholders above an annual indexation of 8% per
annum and subject to limits and caps specified below.

 

The principal terms are as follows:

 

§ Oliver Green and Theodore Green will the sole participants, on a 50:50
basis;

 

§ each Executive shall subscribe for awards comprising non-voting subordinate
shares in a wholly owned subsidiary of the Company ("B Shares");

 

§ the baseline share price is 80p, being the price of an ordinary share in
the Company (an "Ordinary Share") at the time of the 2021 LTIP redemption in
September 2025;

 

§ the minimum exercise price i.e. the price of an Ordinary Share which must
be reached before the Executives can elect to redeem their B Shares, is 150p -
a hard hurdle representing an 88% increase from the baseline price. The LTIP
will deliver no value to the Executives at any share price below 150p;

 

§ the Executives will receive a 12% share of value created above the baseline
price, subject at all times to the annual indexation and minimum exercise
price hurdle;

 

§ the baseline value of shares to be acquired under the LTIP is subject to
annual indexation of 8% per annum for the duration of the LTIP. This means the
effective hurdle against which executive value is measured increases each
year, ensuring that the minimum threshold for reward keeps pace with a
reasonable cost of capital and that Executives are not rewarded merely for the
passage of time. In the event of further equity issuances during the plan
period, the value of that new equity is subject to the same 8% indexation from
the point of issuance, on the same basis as the existing equity;

 

§ the underlying performance conditions will subsist for a minimum of three
years commencing with effect from 1 January 2026. Subject to attainment of the
required hurdles by 31 December 2028 (or such longer period as the
Remuneration Committee may, in its absolute discretion, determine), the
Executives may redeem their awards at any point during the period from 1
January 2029 to 31 December 2031; and

 

§ the exercise price is calculated by reference to the 90-day volume-weighted
average price ("VWAP") at the point of redemption. This provides a robust
measure of sustained value creation.

 

Upon adoption of the LTIP, the Executives shall subscribe for the B
Shares. Subject to the achievement of performance conditions under the LTIP
(as outlined above), the B Shares can be redeemed by the Executives in
exchange for new Ordinary Shares.

 

B Shares will be capable of redemption by the Executives with an aggregate
value equal to 12% of value created for the Company's shareholders from the
adoption of the LTIP to redemption(s) of the B Shares, calculated as:

 

a.     the market value of all Ordinary Shares in issue on redemption of B
Shares, less

 

b.   the market value of the 112.3 million Ordinary Shares currently in
issue on redemption based on an opening share price of 80 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(s) 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(s) of the B Shares,

 

(the "Redemption Value").

 

In calculating the number of new Ordinary Shares to be issued to the
Executives on redemption(s), the Redemption Value will be divided by the
90-day VWAP, subject to the total number of Ordinary Shares capable of issue
under the LTIP in no circumstances exceeding 6% of the Company's issued
ordinary share capital. The Redemption Value is capped at £15 million per
Executive.

 

Furthermore, redemption(s) of the B Shares will be restricted such that the
aggregate holding of Ordinary Shares by the Executives and their connected
persons does not exceed 29.9% of the Company's share capital.

 

The B Shares will also become eligible for redemption in the event of the
sale of the Company, the sale of more than 51% of the Company to an
unconnected party or the winding up of the Company. In the event of a change
of control of the Company occurring before 31 December 2026, only 50% of any
awards will be redeemable and 50% will lapse. This provides a safeguard for
shareholders in respect of the cost of the plan against early monetisation.

 

Any new Ordinary Shares issued pursuant to a redemption of B Shares under the
LTIP are required to be held for a minimum period of 12 months, with a carve
out for settling tax liabilities due on redemption.  Awards under the LTIP
are also subject to customary malus provisions in-line with best practice.

 

Employee EMI share options (excluding options granted through acquisitions),
including anticipated near-term awards total 4.95 million shares, representing
4.4% of current issued share capital. The combined potential dilution from all
employee incentive arrangements therefore remains within parameters
appropriate for a growth company of Brave Bison's profile.

 

Illustrative Outcomes

 

The table below sets out illustrative outcomes at a range of share prices,
based on 112.3 million shares in issue as at the end of April 2026 and with no
changes in shares in issue during the period

 

 Exercise Price                               145p   150p   175p   200p   217p
 Absolute increase from 80p                   81%    88%    119%   150%   171%
 Number of shares at end                 m    112.3  112.3  112.3  112.3  112.3
 Equity value at end                     £m   162.8  168.4  196.5  224.6  243.7
 Value created for shareholders          £m   73.0   78.6   106.7  134.7  153.8
 Redemption Value                        £m    -     6.6    10.0   13.4   15.7
 Value per executive                     £m    -     3.3    5.0    6.7    7.8
 Total shares issued for executives (m)  m     -     4.4    5.7    6.7    7.2
 Dilution to shareholders                     0.0%   3.8%   4.8%   5.6%   6.0%

 

The plan delivers no value to the Executives at a share price below 150p. At
the 150p threshold, shareholders would have seen 88% appreciation from the
baseline price before any value reaches the executives. In the scenario
presented above, the dilution cap of 6% would come into effect from an
exercise price of 217p.

 

Related Party Transaction and Shareholder Vote

 

The Remuneration Committee has conducted a thorough consultation with
shareholders and has made substantial revisions to the terms of the plan in
response to feedback received. The Remuneration Committee believes the plan as
now proposed appropriately balances the need to retain and incentivise the
executive team that has delivered strong results for shareholders, while
incorporating meaningful protections against dilution and short-term reward.

 

The LTIP is deemed to constitute a related party transaction for the purposes
of AIM Rule 13. The Company's independent Directors (being all directors
excluding Oliver and Theo Green) consider that the terms of the LTIP are fair
and reasonable insofar as its Shareholders are concerned.

 

Shareholders are invited to express support for the LTIP by voting in favour
of Resolution 14 in an advisory vote at the AGM.

 

For further information please contact: 

 

Brave Bison Group
plc
              via Cavendish

Oliver Green, Executive
Chairman                                                          

Theo Green, Chief Growth Officer 

Philippa Norridge, Chief Financial Officer 

 

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

Nominated Adviser & Joint Broker 

Ben Jeynes / Teddy Whiley  - Corporate Finance

Michael Johnson / Sunila de Silva - ECM

 

Singer Capital
Markets
Tel: +44 (0) 20 7496 3000

Joint Broker

Paul Richards

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