REG - Chill Brands Group - Provisional Grant of Share Options

Chill BrandsAnnouncement

11/09/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230911:nRSK9926La&default-theme=true

RNS Number : 9926L  Chill Brands Group PLC  11 September 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

 

11 September 2023

Chill Brands Group plc

("Chill Brands" or the "Company")

 

Provisional Grant of Share Options

 

Chill Brands Group, the consumer packaged-goods distribution company,
announces that on 8 September 2023, the Company's Board of Directors (the
"Board") issued a grant of share options to the Company's three Executive
Directors, subject to the passing of certain resolutions at the Company's
Annual General Meeting ("AGM") to be held on 19 September 2023 (the
"Options").

 

The Options are over a total of 21,600,000 ordinary shares of 1 pence each
("Ordinary Share"), have an exercise price of 4 pence per Ordinary Share and a
term of 6 years.  The Options are subject to performance requirements and
vesting conditions as outlined below. The Options will constitute
approximately 7.51% of the currently issued Ordinary Shares, and the exercise
price equates to a 9.5% discount to the closing mid-market price of the
Ordinary Shares on 8 September 2023, the preceding trading day for the
Ordinary Shares on the Main Market of the London Stock Exchange.  The Options
have been provisionally granted on an equal basis to:

 

·    Callum Sommerton - Chief Executive Officer - 7,200,000 Options

·    Trevor Taylor - Chief Operating Officer - 7,200,000 Options

·    Antonio Russo - Chief Commercial Officer - 7,200,000 Options

 

The Options have the following vesting conditions* prior to exercise, again
equally distributed across the three Option holders:

 

·    4,320,000 Options - subject to the share price reaching 8 pence and
one year from the date of grant;

·    4,320,000 Options - subject to the share price reaching 16 pence and
two years from the date of grant;

·    6,480,000 Options - subject to the share price reaching 32 pence and
three years from the date of grant; and

·    6,480,000 Options - subject to the share price reaching 40 pence and
four years from the date of grant.

 

* The price targets for the vesting conditions relate to the closing
mid-market price of the Ordinary Shares on any trading day for the Ordinary
Shares on the Main Market of the London Stock Exchange.

 

Subject to shareholder approval at the AGM of the resolutions relating to
Ordinary Share allotment authorities and equity-based incentive schemes, it is
proposed that the Options granted to the two US-based Directors shall be
issued under the existing Long-Term Incentive Plan, while the Options granted
to the UK-based Director shall be issued under the Enterprise Management
Incentive Plan (the "EMI Plan") which is proposed to be adopted by the
Company. The rules of the EMI Plan are available to review in the corporate
documents section of the Company's website at www.chillbrandsgroup.com
(http://www.chillbrandsgroup.com) .

 

The Company currently has 5,774,773 (approximately 2.01% of the current issued
Ordinary Shares) existing management options granted approximately equally to
Mr Taylor and Mr Russo, with an exercise price of 10 pence per Ordinary Share
until 8 October 2029, some of which remain subject to vesting conditions.

 

-ENDS-

About Chill Brands Group

 

Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is concerned with the
development, marketing and distribution of wellness and recreational products
containing natural, functional ingredients. The Company's proprietary product
range is distributed by some of the most recognisable convenience retail
outlets in the US and includes nicotine-free disposable vapour products that
cater to the rapidly growing market for tobacco alternatives. Chill Brands
also operates the chill.com e-commerce website, on which it is building a
marketplace of products from third-party brands.

 

Publication on website

A copy of this announcement is also available on the Group's website at
(http://www.chillbrandsgroup.com/) http://www.chillbrandsgroup.com
(http://www.chillbrandsgroup.com/)

 

Media enquiries:

 Chill Brands Group plc                                      contact@chillbrandsgroup.com
 Allenby Capital Limited (Financial Adviser and Broker)      +44 (0) 20 3328 5656
 Nick Harriss/Nick Naylor/Lauren Wright (Corporate Finance)

Kelly Gardiner (Equity Sales)

 

 Notifications and public disclosure of transactions by persons discharging
 managerial responsibilities ("PDMR") and persons closely associated ("PCA")
 with them.
 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Mr Callum Sommerton
 2   Reason for the notification
 a)  Position/status                                               Chief Executive Officer
 b)  Initial notification /Amendment                              Initial
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Chill Brands Group plc
 b)  LEI                                                          213800RGK8LNU9RGMT89
 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: GB00BWC4X262
 b)  Nature of the transaction                                    Grant of Share Options (subject to shareholder approval at AGM)
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  4p        7,200,000
 d)  Aggregated information                                       Not applicable - single transaction

- Aggregated volume

- Price
 e)  Date of the transaction                                      8 September 2023
 f)  Place of the transaction                                     Off Market
 Notifications and public disclosure of transactions by persons discharging
 managerial responsibilities ("PDMR") and persons closely associated ("PCA")
 with them.
 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Mr Trevor Taylor
 2   Reason for the notification
 a)  Position/status                                               Chief Operating Officer
 b)  Initial notification /Amendment                              Initial
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Chill Brands Group plc
 b)  LEI                                                          213800RGK8LNU9RGMT89
 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: GB00BWC4X262
 b)  Nature of the transaction                                    Grant of Share Options (subject to shareholder approval at AGM)
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  4p        7,200,000
 d)  Aggregated information                                       Not applicable - single transaction

- Aggregated volume

- Price
 e)  Date of the transaction                                      8 September 2023
 f)  Place of the transaction                                     Off Market
 Notifications and public disclosure of transactions by persons discharging
 managerial responsibilities ("PDMR") and persons closely associated ("PCA")
 with them.
 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Mr Antonio Russo
 2   Reason for the notification
 a)  Position/status                                               Chief Commercial Officer
 b)  Initial notification /Amendment                              Initial
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Chill Brands Group plc
 b)  LEI                                                          213800RGK8LNU9RGMT89
 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: GB00BWC4X262
 b)  Nature of the transaction                                    Grant of Share Options (subject to shareholder approval at AGM)
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  4p        7,200,000
 d)  Aggregated information                                       Not applicable - single transaction

- Aggregated volume

- Price
 e)  Date of the transaction                                      8 September 2023
 f)  Place of the transaction                                     Off Market

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - single transaction

e)

Date of the transaction

8 September 2023

f)

Place of the transaction

Off Market

Notifications and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMR") and persons closely associated ("PCA")
with them.

1

Details of the person discharging managerial responsibilities / person closely
associated

a)

Name

Mr Trevor Taylor

2

Reason for the notification

a)

Position/status

 Chief Operating Officer

b)

Initial notification /Amendment

Initial

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Chill Brands Group plc

b)

LEI

213800RGK8LNU9RGMT89

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

Identification code

Ordinary shares of 1p each

ISIN: GB00BWC4X262

b)

Nature of the transaction

Grant of Share Options (subject to shareholder approval at AGM)

c)

Price(s) and volume(s)

 Price(s)  Volume(s)
 4p        7,200,000

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - single transaction

e)

Date of the transaction

8 September 2023

f)

Place of the transaction

Off Market

Notifications and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMR") and persons closely associated ("PCA")
with them.

1

Details of the person discharging managerial responsibilities / person closely
associated

a)

Name

Mr Antonio Russo

2

Reason for the notification

a)

Position/status

 Chief Commercial Officer

b)

Initial notification /Amendment

Initial

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Chill Brands Group plc

b)

LEI

213800RGK8LNU9RGMT89

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

Identification code

Ordinary shares of 1p each

ISIN: GB00BWC4X262

b)

Nature of the transaction

Grant of Share Options (subject to shareholder approval at AGM)

c)

Price(s) and volume(s)

 Price(s)  Volume(s)
 4p        7,200,000

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - single transaction

e)

Date of the transaction

8 September 2023

f)

Place of the transaction

Off Market

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOESFWSIFEDSELU