REG - Everyman Media Grp - Grant of Options and Changes to Option Terms
18/08/2023 12:00
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RNS Number : 8092J Everyman Media Group PLC 18 August 2023
18 August 2023
Everyman Media Group PLC
("Everyman" the "Company" or the "Group")
Grant of Options and Changes to Option Terms
Grant of Options
The Company notifies that, on 18 August 2023, it granted a total of 266,667
options over ordinary shares of 10 pence each in the capital of the Company
("Ordinary Shares") to the following persons discharging managerial
responsibilities:
Name Position Number of New Options Granted Total Options Held
Adam Kaye Executive Director 266,667 1,066,667
The new options granted to Mr. Kaye have an exercise price of 60.0p and can be
exercised on or after 18 August 2024, subject to certain performance
conditions being met.
Changes to Option Terms
On 8th April 2021, the Company announced that Alex Scrimgeour, Chief Executive
Officer of Everyman, had been issued 2,000,000 A ordinary shares ("Growth
Shares") in a subsidiary company, Everyman Media Holdings Ltd. The Growth
Shares could be exchanged for new Ordinary Shares in the future, subject to
meeting certain vesting conditions and share price performance criteria.
Subsequent to this, on 23rd January 2023, the Remuneration Committee of the
Company resolved that the share price performance condition attached to the
Growth Shares was no longer appropriate. The Company announced that, subject
to vesting conditions and financial performance targets being met, the Growth
Shares would entitle Mr. Scrimgeour to receive an amount equivalent to the
market value of an Ordinary Share in the Company less 86.0p, being the closing
share price of the Company on 20th January 2023.
The Remuneration Committee of the Company has resolved that, due to current
equity market conditions, the terms of the Growth Shares should be amended so
that Mr. Scrimgeour will now receive an amount equivalent to the market value
of an Ordinary Share less 60.0p, being the closing share price of the Company
on 17 August 2023. All other terms and conditions relation the Growth Shares
remain unchanged.
---
Will Worsdell, Finance Director of the Company, currently holds 297,948
options over Ordinary Shares. Of these options, 100,000 were issued on 5th May
2022 at an exercise price of 130p, and a further 100,000 were issued on 27th
June 2022 at an exercise price of 111p. The vesting period for each grant was
3 years.
The Remuneration Committee of the Company has resolved that, due to current
equity market conditions, both aforementioned grants will now have an exercise
price of 60.0p, being the closing share price of the Company on 17 August
2023. In addition, both grants can only vest after 5th May 2026.
The terms and conditions pertaining to Mr. Worsdell' s remaining 97,948
options remain unchanged.
----
Philip Jacobson, Non-Executive Chairman of the Company, currently holds
100,000 options over Ordinary Shares. These were granted on 29(th) October
2013 at an exercise price of 83.0p, being the IPO price of the Company. Under
the current option plan rules, options over Ordinary Shares expire after 10
years. The Remuneration Committee (excluding Mr. Jacobson) of the Company has
resolved that the options will remain exercisable for a further 5 years, and
therefore will now expire on 29(th) October 2028.
All other terms and conditions pertaining to Mr. Jacobson's options remain
unchanged.
----
Charles Dorfman, Non-Executive Director of the Company, currently holds 50,000
options over Ordinary Shares. These were granted on 29(th) October 2013 at an
exercise price of 83.0p, being the IPO price of the Company. Under the current
option plan rules, options over Ordinary Shares expire after 10 years. The
Remuneration Committee (excluding Mr. Dorfman) of the Company has resolved
that the options will remain exercisable for a further 5 years, and therefore
will now expire on 29th October 2028.
All other terms and conditions pertaining to Mr. Dorfman's options remain
unchanged.
---
Michael Rosehill, Non-Executive Director of the Company, currently holds
50,000 options over Ordinary Shares. These were granted on 4(th) November 2013
at an exercise price of 83.0p, being the IPO price of the Company. Under the
current option plan rules, options over Ordinary Shares expire after 10 years.
The Remuneration Committee (excluding Mr. Rosehill) of the Company has
resolved that, due to current market conditions, the options will remain
exercisable for a further 5 years, and therefore will now expire on 4(th)
November 2028.
All other terms and conditions pertaining to Mr. Rosehill's options remain
unchanged.
For further information, please contact:
Everyman Media Group PLC Tel : +44 (0)20 3145 0500
Alex Scrimgeour, Chief Executive
Will Worsdell, Finance Director
Canaccord Genuity Limited - (Nominated Adviser and Broker) Tel : +44 (0)20 7523 8000
Bobbie Hilliam
Harry Pardoe
Alma (Financial PR Advisor) Tel: +44 (0)20 3405 0205
Rebecca Sanders-Hewett
David Ison
Joe Pederzolli
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 Adam Kaye
2. Reason for the notification Grant of options over Ordinary Shares
a) Position/status Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (vi) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument identification Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
code
GB00BFH55S51
Identification code
b) Nature of the transaction Grant of 266,667 options over Ordinary Shares.
c) Price(s) and volume(s) Price Volume(s)
60.0p 266,667
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
d)
Aggregated information
-Aggregated volume
- Price
Not applicable - single transaction
e)
Date of the transaction
18 August 2023
f)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name Alex Scrimgeour
2. Reason for the notification Amendment to terms of existing growth shares.
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (vi) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument identification Growth shares which can be converted into Ordinary Shares of 10 pence each
code
GB00BFH55S51
Identification code
b) Nature of the transaction Amendment to terms of existing growth shares.
c) Price(s) and volume(s) Price Volume(s)
60.0p 2,000,000
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
d)
Aggregated information
-Aggregated volume
- Price
Not applicable - single transaction
e)
Date of the transaction
18 August 2023
f)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name Will Worsdell
2. Reason for the notification Amendment to terms of existing options.
a) Position/status Finance Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (vi) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument identification Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
code
GB00BFH55S51
Identification code
b) Nature of the transaction Amendment to terms of existing options.
c) Price(s) and volume(s) Price Volume(s)
60.0p 100,000
60.0p 100,000
d) Aggregated information Price Volume(s)
60.0p 100,000
60.0p 100,000
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
d)
Aggregated information
-Aggregated volume
- Price
Price Volume(s)
60.0p 100,000
60.0p 100,000
e)
Date of the transaction
18 August 2023
f)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name Philip Jacobson
2. Reason for the notification Amendment to terms of existing options.
a) Position/status Non-Executive Chairman
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (vi) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument identification Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
code
GB00BFH55S51
Identification code
b) Nature of the transaction Amendment to terms of existing options.
c) Price(s) and volume(s) Price Volume(s)
83.0p 100,000
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
d)
Aggregated information
-Aggregated volume
- Price
Not applicable - single transaction
e)
Date of the transaction
18 August 2023
f)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name Charles Dorfman
2. Reason for the notification Amendment to terms of existing options.
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (vi) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument identification Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
code
GB00BFH55S51
Identification code
b) Nature of the transaction Amendment to terms of existing options.
c) Price(s) and volume(s) Price Volume(s)
83.0p 50,000
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
d)
Aggregated information
-Aggregated volume
- Price
Not applicable - single transaction
e)
Date of the transaction
18 August 2023
f)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name Michael Rosehill
2. Reason for the notification Amendment to terms of existing options.
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (vi) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument identification Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
code
GB00BFH55S51
Identification code
b) Nature of the transaction Amendment to terms of existing options.
c) Price(s) and volume(s) Price Volume(s)
83.0p 50,000
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
d)
Aggregated information
-Aggregated volume
- Price
Not applicable - single transaction
e)
Date of the transaction
18 August 2023
f)
Place of transaction
Outside a trading venue
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