REG - Gear4music - Adoption of New LTIP and Grant of Options
04/07/2025 14:00
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RNS Number : 8548P Gear4music (Holdings) PLC 04 July 2025
4 July 2025
Gear4music (Holdings) plc
Adoption of New LTIP and Grant of Options
Gear4music (Holdings) plc ("Gear4music", "the Company" or "the Group"), the
largest UK based online retailer of musical instruments and music equipment,
announces that on 3 July 2025 it adopted a new long term incentive plan
("LTIP") with share awards to be made to the three executive directors of the
Company, being key members of Gear4Music's management team and persons
discharging managerial responsibilities ("PDMRs").
The Group's Remuneration Committee has made these awards so that the key
people to lead the business into the future are appropriately incentivised in
a manner that aligns with the interests of the Group's shareholders.
Under the new LTIP, Gear4music Limited, ("G4M Ltd"), a wholly owned subsidiary
of the Company, will issue 200,000 'F' ordinary shares of one pence each ("F
Shares"), which are non-voting, non-dividend, restricted shares to the
relevant individuals. The initial subscription cost is paid by way of a cash
bonus.
These F Shares will vest subject to achieving a £5 share price target in July
2028, at which point the F Shares can be exchanged on a one-for-one basis for
new ordinary shares in the Company ("Ordinary Shares"). The vesting period of
the new LTIP is over three years from the date of grant.
Further details of the new LTIP are as follows:
Financial year ending 31 March Vesting date Share price target No. F Shares vesting
2028 24 July 2028 £5 200,000
The Group's executive directors (each of whom is also a PDMR) are
participating in the new LTIP with details below:
Individual Title / role No. E Shares awarded
Gareth Bevan Chief Executive Officer 100,000
Andrew Wass Executive Chair 50,000
Chris Scott Chief Financial Officer 50,000
The share awards made under the new LTIP would represent a maximum dilution of
1.0% of the Group's existing issued share capital, taking total dilution under
existing schemes to 5.6% of the Group's fully diluted issued share capital.
ENDS
Enquiries:
Gear4music +44 (0)20 3405 0205
Andrew Wass, Executive Chair
Gareth Bevan, Chief Executive Officer
Chris Scott, Chief Financial Officer
Singer Capital Markets - Nominated Adviser and Sole Broker +44 (0)20 7496 3000
Peter Steel/Sam Butcher, Corporate Finance
Tom Salvesen, Corporate Broking
Alma Strategic Communications - Financial PR +44 (0)20 3405 0205
Rebecca Sanders-Hewett Gear4music@almastrategic.com
Joe Pederzolli
Sarah Peters
About Gear4music (Holdings) plc
Operating from a Head Office in York, Distribution Centres in York, Bacup,
Sweden, Germany, Ireland & Spain, and showrooms in York, Bacup, Sweden
& Germany, the Group sells own-brand musical instruments and music
equipment alongside premium third-party brands including Fender, Yamaha and
Roland, to customers ranging from beginners to musical enthusiasts and
professionals, in the UK, Europe and the Rest of the World.
Having developed its own e-commerce platform, with multilingual, multicurrency
websites delivering to over 190 countries, the Group continues to build its
overseas presence.
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 Gareth Bevan
2 Reason for the notification
a) Position/status Chief Executive Officer and PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gear4music (Holdings) plc
b) LEI 2138005H4W74HDGSFC49
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 £0.10 each
Identification code GB00BW9PJQ87
b) Nature of the transaction Issue of F Shares in subsidiary company under the Company's LTIP which,
subject to achievement of certain performance criteria, on vesting can be
exchanged for Ordinary Shares on a one-for-one basis.
c) Price(s) and volume(s)
Vesting date Price Volume(s)
24 July 2028 £nil 100,000
d) Aggregated information
- Aggregated volume 100,000
- Price £nil
e) Date of the transaction 3 July 2025
f) Place of the transaction Off-market transaction
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Wass
2 Reason for the notification
a) Position/status Executive Chair and PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gear4music (Holdings) plc
b) LEI 2138005H4W74HDGSFC49
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 £0.10 each
Identification code GB00BW9PJQ87
b) Nature of the transaction Issue of F Shares in subsidiary company under the Company's LTIP which,
subject to achievement of certain performance criteria, on vesting can be
exchanged for Ordinary Shares on a one-for-one basis.
c) Price(s) and volume(s)
Vesting date Price Volume(s)
24 July 2028 £nil 50,000
d) Aggregated information
- Aggregated volume 50,000
- Price £nil
e) Date of the transaction 3 July 2025
f) Place of the transaction Off-market transaction
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Chris Scott
2 Reason for the notification
a) Position/status Chief Financial Officer and PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gear4music (Holdings) plc
b) LEI 2138005H4W74HDGSFC49
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 £0.10 each
Identification code GB00BW9PJQ87
b) Nature of the transaction Issue of F Shares in subsidiary company under the Company's LTIP which,
subject to achievement of certain performance criteria, on vesting can be
exchanged for Ordinary Shares on a one-for-one basis.
c) Price(s) and volume(s)
Vesting date Price Volume(s)
24 July 2028 £nil 50,000
d) Aggregated information
- Aggregated volume 50,000
- Price £nil
e) Date of the transaction 3 July 2025
f) Place of the transaction Off-market transaction
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