REG - Gfinity PLC - Director/PDMR Shareholding

GfinityAnnouncement

06/09/2023 07:00

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RNS Number : 4812L  Gfinity PLC  06 September 2023

 

For immediate release

 6 September 2023

Gfinity plc

("Gfinity" or the "Company")

Director / PDMR shareholding

 

As previously set out in the circular to shareholders published on 9 August
2023, the Remuneration Committee of the Company had concluded that following
the completion of the fundraising and the share capital reorganisation, it
intended to review the incentive arrangements to align them with existing
Shareholders and incoming investors and that any such awards of options to
directors and employees would be expected to be made at the issue price under
the fundraising (i.e. 0.06p per New Ordinary Share).

 

The fundraising and the share capital reorganisation has now completed and the
Remuneration Committee has concluded its review. Accordingly, the Company has
today awarded 135,961,197 new options (representing 4.0 per cent. of the
current issued share capital) to certain Directors, and a further 33,990,300
new options (representing 1.0 per cent. of the current issued share capital)
have been awarded to employees of the Company, all at an exercise price of
0.06p per New Ordinary Share.

 

Further details of the new options awards to directors are set out below and
in the Appendix:

 Director       Number of new options
 Neville Upton  91,773,808
 Hugo Drayton   44,187,389

 

The options are exercisable for a period of 7 years from the date of grant,
are subject to normal good/bad leaver provisions and, in respect of the
director options, will vest as to 50% on award and 50% on the first
anniversary of the award. The employee options vest as to one-third on award,
and a further one-third on each of the first and second anniversaries of
award.

 

While the new options being awarded to the Directors represent less than 5.0%
of the issued share capital, the award of the options to Neville Upton and
Hugo Drayton is nevertheless being treated as a related party transaction
pursuant to AIM Rule 13. The independent director, David Halley ("Independent
Director") considers, having consulted with the Company's Nominated Adviser,
that the terms of the option award to Neville Upton and Hugo Drayton are fair
and reasonable insofar as the Company's shareholders are concerned. In forming
his view, the Independent Director has taken into account that neither Neville
Upton nor Hugo Drayton currently receive or accrue for any direct monetary
remuneration for acting as Directors. Furthermore, as set out in the
Governance Report published in the Report and Accounts for the year ended 30
June 2022, the Board believes offering non-executive directors shares in the
Company a price that aligns them with the interests of the wider shareholder
base is in the interests of the Company and the Board believes that it is an
essential part of attracting high calibre individuals to the Board.

 

The Company has also issued 75,990,299 warrants to advisers and consultants to
the Company, all with an exercise price of 0.06p per New Ordinary Share (being
the same price as the issue price under the fundraising), exercisable for a
period of 7 years from the date of issue.

 

A copy of this announcement is available on the Company's website at
www.gfinityplc.com (http://www.gfinityplc.com)

 

 

Enquiries:

 Gfinity Plc                    David Halley,     ir@gfinity.net

                                Chief Executive

 Beaumont Cornish Limited       Roland Cornish    +44 (0)207 628 3369

 Nominated Adviser and Broker   Michael Cornish   www.beaumontcornish.co.uk (http://www.beaumontcornish.co.uk/)

 

Appendix

 

The following disclosure is made in accordance with Article 19 of the EU
Market Abuse Regulation 596/2014.

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1.   Neville Upton

                                                                   2.   Hugo Drayton
 2    Reason for the notification

 a)   Position/status                                              1.    Chairman

                                                                   2.    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                                                         Gfinity plc

 b)   LEI                                                          213800GNV14EDQNRWI17

 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 £0.0001 par value in Gfinity plc ("Ordinary

                                                                 Shares)

      Identification code                                          ISIN: GB00BT9QD572

 b)   Nature of the transaction                                    Issue of Options over Ordinary Shares

 c)   Price(s) and volume(s)                                                                   Director       Price(s)  Volume

                                                                                             Neville Upton  £0.0006   91,773,808
                                                                                               Hugo Drayton   £0.0006   44,187,389

 d)   Aggregated information

      - Aggregated volume                                          135,961,197 options over Ordinary Shares

      - Price                                                      £0.0006

 e)   Date of the transaction                                      5 September 2023

 f)   Place of the transaction                                     Outside a trading venue

d)

 

Aggregated information

- Aggregated volume

135,961,197 options over Ordinary Shares

- Price

£0.0006

e)

 

Date of the transaction

 

5 September 2023

f)

 

Place of the transaction

 

Outside a trading venue

 

 

ENDS

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