REG - Gear4music - New Long-Term Incentive Plan

Gear4music (HOLDINGS)Announcement

15/10/2021 08:35

RNS Number : 2247P
  
Gear4music (Holdings) PLC
  
15 October 2021
  
 

15 October 2021 
Gear4music (Holdings) plc
 
("Gear4music", "the Company" or "the Group")
 
New Long-Term Incentive Plan
 
The board of Gear4music (AIM: G4M), the largest UK based retailer of musical instruments and music equipment, announces a new long-term management incentive plan ('Plan') to incentivise senior employees in a manner that aligns with the interests of the Company's shareholders.
 
The Plan involves the issue of 377,100 'D' Ordinary shares ('D Shares') in Gear4music Limited, a subsidiary of the Company.  The D Shares are capable of vesting between 2023 and 2027 and can be exchanged on a one-for-one basis for new ordinary shares of ten pence each in the capital of the Company ('Ordinary Shares'), subject to achieving minimum specified fully diluted earnings per share ('eps') targets as set out below.
 



Financial year ending


Vesting date


Fully diluted eps target


No. D Shares vesting




31 March 2023


31 July 2023


46p


75,420




31 March 2024


31 July 2024


53p


75,420




31 March 2025


31 July 2025


61p


75,420




31 March 2026


31 July 2026


68p


75,420




31 March 2027


31 July 2027


76p


75,420
















377,100



 
Certain of the Company's directors (also considered Persons Discharging Managerial Responsibilities) are participating in the Plan as detailed below, along with members of the Group's senior management team:
 



Name


Position


No. D Shares issued




Gareth Bevan


Chief Commercial Officer


113,130




Andrew Wass


Chief Executive Officer


75,420




Chris Scott


Chief Financial Officer


37,710



 
The D Shares are non-voting, non-dividend restricted shares. The initial subscription cost is paid by way of a cash bonus.  Assuming that awards fully vest, the maximum implied dilution over the life of the Plan would represent 1.8% of the Company's then issued share capital, increasing to 2.9% when also taking into account awards (whether exercised or currently outstanding) under the Company's various other share schemes made since IPO in 2015. Further details will be set out in the Annual Report and Accounts for the year ending 31 March 2022 when published.
Prior to implementing the Plan, the Company consulted with certain of its major institutional shareholders.
Enquiries: 
 



Gear4music
Ken Ford, Non-Executive Chairman and Remuneration Committee Chairman


+44 (0)20 3405 0205














Singer Capital Markets - Nominated Adviser and Joint Broker
Peter Steel/Amanda Gray, Corporate Finance
Tom Salvesen, Corporate Broking


+44 (0)20 7496 3000
 














Investec Bank plc - Joint Broker
David Flin
Alex Wright
Harry Hargreaves


+44 (0)20 7597 5970
 














Alma PR - Financial PR
Harriet Jackson
Josh Royston
Faye Calow


+44 (0)20 3405 0205
Gear4music@almapr.co.uk
 



 
Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMR") 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 Commercial Officer and a PDMR of the Company




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 D Shares 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)
















31/07/23


£nil


22,626
















31/07/24


£nil


22,626
















31/07/25


£nil


22,626
















31/07/26


£nil


22,626
















31/07/27


£Nil


22,626


































d)
 


Aggregated information


















- Aggregated volume


113,130














- Price


£nil














e)
 


Date of the transaction


14 October 2021




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


Chief Executive Officer and a PDMR of the Company




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 D Shares 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. D Shares awarded to Mr Wass can, subject to certain conditions, also be settled on vesting in cash rather than new Ordinary Shares.
 




c)
 


Price(s) and volume(s)
































Vesting date


Price


Volume(s)
















31/07/23


£nil


15,084
















31/07/24


£nil


15,084
















31/07/25


£nil


15,084
















31/07/26


£nil


15,084
















31/07/27


£Nil


15,084


































d)
 


Aggregated information


















- Aggregated volume


75,420














- Price


£nil














e)
 


Date of the transaction


14 October 2021




f)


Place of the transaction


Off-market transaction



 



1


Details of the person discharging managerial responsibilities / person closely associated




a)
 


Name
 


 Christopher Scott




2


Reason for the notification




a)
 


Position/status


Chief Financial Officer and a PDMR of the Company




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 D Shares 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)
















31/07/23


£nil


7,542
















31/07/24


£nil


7,542
















31/07/25


£nil


7,542
















31/07/26


£nil


7,542
















31/07/27


£Nil


7,542


































d)
 


Aggregated information


















- Aggregated volume


37,710














- Price


£nil














e)
 


Date of the transaction


14 October 2021




f)


Place of the transaction


Off-market transaction



 
About Gear4music.com
Operating from a Head Office in York, and Distribution Centres and showrooms in York, Sweden and 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, more recently, into 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.
 

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