Issue of Equity, PDMR Dealings, Option Grants, TVR
16/01/2023 07:00
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RNS Number : 7520M Cornerstone FS PLC 16 January 2023
Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.
16 January 2023
Cornerstone FS Plc
("Cornerstone" or "the Company" or "the Group")
Issue of Equity, Director Dealings, Grant of Options and Total Voting Rights
Cornerstone FS Plc (AIM: CSFS), the cloud-based provider of international
payment, currency risk management and electronic account services to SMEs,
announces the grant of options over ordinary shares of 1 penny each in the
capital of the Company ("Ordinary Shares") to certain Directors and PDMRs, the
variation of certain share incentive agreements and the issue and allotment of
Ordinary Shares to Non-executive Directors, former Non-executive Directors and
a PDMR of the Company.
Grant of Options
The Company has granted, on 13 January 2023 (the "Grant Date"), options over
Ordinary Shares of the Company ("Options") to certain Directors and PDMRs as
follows:
Name Role Number of Options granted Options exercise price Fully Vested Date Vesting Period
James Hickman CEO 1,000,000 10.0p 26 September 2023 In full on 26 September 2023
1,000,000 20.0p 26 September 2024 In full on 26 September 2024
Judy Happe CFO 276,803 10.0p 1 December 2023 One third on 31 March 2023, one third on 30 June 2023 and one third on 1
December 2023
127,857 10.0p 7 March 2025 One third on each of 7 March 2023, 7 March 2024 and 7 March 2025
145,340 10.0p 13 January 2026 One third on each of the first three anniversaries of the Grant Date
Jordanna Curtis COO 114,755 10.0p 7 March 2025 One third on each of 7 March 2023, 7 March 2024 and 7 March 2025
(PDMR)
85,245 10.0p 13 January 2026 One third on each of the first three anniversaries of the Grant Date
The Options (excluding those issued to James Hickman that vest on 26 September
2024) are exercisable at a price of 10 pence per share, representing a 25%
premium on the Company's share price on AIM at the close of trading on 13
January 2023. The 1,000,000 Options issued to James Hickman that vest on 26
September 2024 have an exercise price of 20 pence per share, representing a
150% premium.
The Options are subject to each of the above-named individuals remaining an
employee of the Company and are exercisable at any time to the extent vested,
or in full on a change of control. Leavers may exercise vested Options within
90 days of cessation, except in the case of gross misconduct, but their
Options will lapse as to the balance. All Options expire five years after the
Grant Date.
In addition, the Company has today granted a further 299,180 Options to other
staff members intended to qualify as Enterprise Management Incentive options
pursuant to the Income Tax (Earnings and Pensions) Act 2003.
Variation of Share Incentive Arrangements
Pursuant to Judy Happe's employment contract, which was entered into on 3
November 2020, and disclosed in the Company's admission document dated 26
March 2021, as part of her remuneration she was entitled to receive an annual
grant of Options ("Top-up Options") equal to 1.5% of any increase in the fully
diluted capital of the Company in the 12 months immediately prior to the date
of grant. The Board has agreed with Judy to vary the terms of her original
incentivisation arrangements whereby she is no longer entitled to receive
Top-Up Options as part of her remuneration. The Company's remuneration
committee believe the terms of her remuneration are now more appropriate for a
company at Cornerstone's stage of development.
Issue of Equity and Directors' Interests
Further to the Company's announcements of 25 August and 7 December 2022, the
Company also announces that it has issued and allotted 806,182 new Ordinary
Shares (the "New Ordinary Shares") to a Non-Executive Director, the Company
Secretary and four former Non-executive Directors as part of their annual
remuneration set out in the Company's admission document dated 26 March 2021.
The New Ordinary Shares were issued at a price of 6.501 pence per share, being
the average of the closing mid-market price for the ten trading days ended on
13 January 2023.
Following this issue of New Ordinary Shares, Gareth Edwards, Non-executive
Chairman of the Company, has an interest in a total of 669,346 Ordinary
Shares, representing 1.37% of the Company's enlarged issued share capital.
Admission and Total Voting Rights
Application will be made for the New Ordinary Shares to be admitted to trading
on AIM ("Admission"). It is expected that Admission will take place on or
around 8.00 a.m. on 23 January 2023. The New Ordinary Shares will rank pari
passu with the existing Ordinary Shares.
Following Admission, the Company's issued share capital will
comprise 48,842,381 Ordinary Shares, with no shares held in treasury, and
therefore the total number of voting rights in the Company will
be 48,842,381. This figure may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the share capital of the
Company under the Disclosure Guidance and Transparency Rules of the FCA.
Enquiries
Cornerstone FS Plc +44 (0)203 971 4865
James Hickman, Chief Executive Officer
Judy Happe, Chief Financial Officer
SPARK Advisory Partners Limited (Nomad) +44 (0)203 368 3550
Mark Brady, Adam Dawes
SP Angel Corporate Finance LLP (Broker) +44 (0)203 470 0470
Jeff Keating, Harry Davies-Ball
Gracechurch Group (Financial PR) +44 (0)204 582 3500
Harry Chathli, Claire Norbury
About Cornerstone FS PLC
Cornerstone FS Plc is a payments focused fintech business that makes managing
currency simple for SMEs. It provides international payment, currency risk
management and electronic account services using a proprietary cloud-based
multi-currency payments platform. These services are delivered directly and
via white label partners on a SaaS basis to UK-based SMEs that engage in
international trade. Cornerstone also serves some high-net worth individual
clients.
Headquartered in the City of London and with offices in Tunbridge Wells and
Dubai, Cornerstone is listed on AIM under the trading symbol 'CSFS'. For more
information, please visit www.cornerstonefs.com.
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 James Hickman
2 Reason for the notification
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 Cornerstone FS plc
b) LEI 213800O4IL2RXZ2BZ956
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 Options over ordinary shares of 1 penny each
Identification code GB00BNG7CD28
b) Nature of the transaction Grant of options
c) Price(s) and volume(s)
Price(s) Volume(s)
10.0 pence 1,000,000
20.0 pence 1,000,000
d) Aggregated information
- Aggregated volume 2,000,000
- Price 15.0 pence
e) Date of the transaction 13 January 2023
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Judy Happe
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cornerstone FS plc
b) LEI 213800O4IL2RXZ2BZ956
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 Options over ordinary shares of 1 penny each
Identification code GB00BNG7CD28
b) Nature of the transaction Grant of options
c) Price(s) and volume(s)
Price(s) Volume(s)
10.0 pence 276,803
10.0 pence 127,857
10.0 pence 145,340
d) Aggregated information
- Aggregated volume 550,000
- Price 10.0 pence
e) Date of the transaction 13 January 2023
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Jordanna Curtis
2 Reason for the notification
a) Position/status Chief Operating Officer (PDMR)
b) Initial notification/amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cornerstone FS plc
b) LEI 213800O4IL2RXZ2BZ956
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 Options over ordinary shares of 1 penny each
Identification code GB00BNG7CD28
b) Nature of the transaction Grant of options
c) Price(s) and volume(s)
Price(s) Volume(s)
10.0 pence 114,755
10.0 pence 85,245
d) Aggregated information
- Aggregated volume 200,000
- Price 10.0 pence
e) Date of the transaction 13 January 2023
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Gareth Edwards
2 Reason for the notification
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 Cornerstone FS plc
b) LEI 213800O4IL2RXZ2BZ956
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 1 penny each
Identification code GB00BNG7CD28
b) Nature of the transaction Issue of Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
6.501 pence 136,641
d) Aggregated information
- Aggregated volume N/A
- Price
e) Date of the transaction 13 January 2023
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Hanh Jelf
2 Reason for the notification
a) Position/status Company Secretary and PDMR
b) Initial notification/amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cornerstone FS plc
b) LEI 213800O4IL2RXZ2BZ956
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 1 penny each
Identification code GB00BNG7CD28
b) Nature of the transaction Issue of Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
6.501 pence 68,321
d) Aggregated information
N/A
- Aggregated volume
- Price
e) Date of the transaction 13 January 2023
f) Place of the transaction Off market
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