REG - Dianomi PLC - New Option Schemes

DianomiAnnouncement

06/11/2023 07:00

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RNS Number : 3966S  Dianomi PLC  06 November 2023

 

Dianomi plc

("Dianomi", the "Company" or the "Group")

New Option Schemes

 

Dianomi, a leading provider of native digital advertising services to premium
clients in the Business, Finance and Lifestyle sectors, announces the
cancellation of all options over ordinary shares of 0.2 pence each in the
capital of the Company ("Options") issued at the time of the Company's IPO
under its existing option schemes (the "IPO Option Plans") alongside the
establishment of new option schemes (the "New Option Plans").

Background

At the time of the Company's IPO in May 2021, the IPO Option Plans were
implemented in order to align, incentivise and retain employees in the Group
and certain Directors. The Options granted at IPO under the IPO Option Plans
were exercisable at the IPO price of £2.73 after the later of the third
anniversary of the date on which they were granted and the satisfaction of the
applicable performance condition.

Against a challenging market and macro-economic backdrop, Dianomi has
underperformed financial forecasts for the previous and current financial
year. To address the challenges it has faced, as previously announced, the
Group has undertaken an organisational restructuring resulting in cost
reductions and has focused its strategic initiatives to re-invigorate growth
and profitability.

The Group's financial performance over the past and current year means the
Options granted at IPO under the IPO Option Plans are unlikely to be exercised
as the performance condition will not be met and strike prices are
significantly above the Group's current share price.

Therefore the Group's Remuneration Committee and Board were of the view that
the IPO Option Plans did not meet the three principles of its remuneration
strategy (the "Remuneration Principles"), namely; alignment with shareholders,
and incentivisation and retention of employees and have therefore cancelled
the Options granted at IPO under the IPO Option Plans (the "Cancellation") and
introduced the New Option Plans.

New Option Plans

Conscious that the reason that the Remuneration Principles are not being met
is due to the Group's financial performance, in introducing the New Option
Plans, the Remuneration Committee has sought to introduce areas of compromise
to promote alignment and protect shareholder dilution. These measures include
a reduction in quantum of options granted to individuals, and a principle that
until financial performance recovers to IPO levels, there is no reward to
participants.

Therefore, employees have been granted new Options under the New Option Plans
representing 75% in number of the Options granted at IPO. Certain employees
have been granted Options under the New Option Plans who did not previously
hold Options under the IPO Option Plans. Prior to the Cancellation, the total
number of Options in issue represented 5.5% of the issued share capital of the
Company whereas the total Options in issue following the new Option grants
represent 4.6%. Furthermore, under the New Option Schemes, the vesting period
has been extended so that the new Options will vest in October 2026. Alongside
the reduction to the number of Options granted and extension of the vesting
period, the performance criteria have been amended as well as the exercise
price which is 50 pence.

Certain Directors and persons discharging managerial responsibilities
("PDMRs") have been granted Options under the New Option Schemes as follows:

 Director/ PDMR      Role                             Number of Options Cancelled  Number of Options Granted
 Charlotte Stranner  Chief Financial Officer          175,824                      131,868
 Michael Smith       Head of Platform Engineering     114,469                      85,852
 Julian Peterson     Managing Director, APAC          85,165                       63,874
 Paul Hughes         Head of Product and Engineering  91,575                       68,681

 

Michael Kelly, Non-Executive Chairman of the Company, whose Options have been
cancelled along with all Options granted at IPO, declined to be granted new
Options under the New Option Plans and as such no longer holds any Options.

Rupert Hodson, Chief Executive Officer, has also not been granted Options
under the New Option Plans and does not hold any Options.

Chair of Remuneration Committee and Non-Executive Chairman of Dianomi, Michael
Kelly, commented: "Whilst the business has been through a period of
underperformance, we believe that the New Option Schemes strike the right
balance between re-incentivising employees to drive shareholder value
creation, whilst putting in place appropriately stretching performance
criteria and other protections to ensure alignment with shareholders and
mitigate the risk of rewarding underperformance. Our experienced leadership
team and the wider talent base across the Group are the key to our success and
it is therefore essential that we retain, motivate and strengthen the team
over the next three years."

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                                                         1.   Charlotte Stranner

                                                                   2.   Michael Smith

                                                                   3.   Julian Peterson

                                                                   4.   Paul Hughes
 2    Reason for the notification

 a)   Position/status                                              1.   Director

                                                                   2.   PDMR

                                                                   3.   PDMR

                                                                   4.   PDMR

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Dianomi Plc

 b)   LEI                                                          213800MX8ULRGE9XRT31

 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 0.2 pence each in Dianomi plc ("Ordinary Shares")

      Identification code                                          GB00BLH32M40

 b)   Nature of the transaction                                    Grant/ Cancellation of options over Ordinary Shares

 c)   Price(s) and volume(s)

                                                                               Person      Volume of Options Cancelled  Strike price of Options Cancelled  Volume of Options Granted  Strike price of Options Granted
                                                                               1           175,824                      £2.73                              131,868                    £0.50

                                                                               3           114,469                      £2.73                              85,852                     £0.50
                                                                               4           85,165                       £2.73                              63,874                     £0.50
                                                                               5           91,575                       £2.73                              68,681                     £0.50

 d)   Aggregated information

                                                                   Aggregate volume of 467,033 options cancelled of at a price of £2.73
      - Aggregated volume
                                                                   Aggregate volume of 467,033 options granted of at a price of £0.50
      - Price
 e)   Date of the transaction                                      3 November 2023

 f)   Place of the transaction                                     Outside a trading venue

 

 

 

For further information contact:

 Dianomi                                         Tel: +44 (0)207 802 5530

 Rupert Hodson (Chief Executive Officer)

 Charlotte Stranner (Chief Financial Officer)

 Panmure Gordon (Nominated Adviser and Broker)   Tel: +44 (0)207 886 2500

 Emma Earl/ Freddy Crossley, Corporate Finance

 Rupert Dearden, Corporate Broking

 Novella Communications                          Tel: +44 (0)203 151 7008

 Tim Robertson

 Claire de Groot

 Safia Colebrook

About Dianomi

Dianomi, established in 2003, is a leading provider of native digital
advertising services to premium clients in the Financial Services and Business
sectors. The Group operates from its offices in London, New York and Sydney.
The Group enables premium brands to deliver native advertisements to a
targeted audience on the desktop and mobile websites, mobile and tablet
applications of premium publishers. It provides over 400 advertisers,
including blue chip names such as abrdn, Invesco and Baillie Gifford, with
access to an international audience of over 400 million devices per month
through its partnerships with over 300 premium publishers of business and
finance content, including blue chip names such as Reuters, Bloomberg and WSJ.
Adverts served are contextually relevant to the content of the webpages on
which they appear and mirror the style of the page, which enhances reader
engagement. http://www.dianom (http://www.dianom) i.com
(http://www.dianomi.com/) .

 

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