REG - Jaywing PLC - Grant of Share Options
13/04/2023 07:00
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RNS Number : 0412W Jaywing PLC 13 April 2023
13 April 2023
Jaywing Plc
Grant of Share Options
Jaywing Plc (AIM: JWNG) (Jaywing" or the "Company"), the integrated agency
powered by data science, today announces that it has introduced a new Long
Term Incentive Plan ("LTIP") and Company Share Option Plan ("CSOP"). Under the
LTIP and CSOP, options ("LTIP Options" and "CSOP Options" as applicable) over
ordinary shares of 5 pence each in the Company ("Shares") may be granted at
the discretion of the Remuneration Committee.
The Company has today granted LTIP Options and CSOP Options to Andrew Fryatt
(CEO) and Christopher Hughes (CFO) as detailed in the table below.
Name Position No. of Shares over which Options have been granted Type of Options Vesting Price in pence Performance
/Vesting Period in years
Exercise Price in pence
Andrew Fryatt Chief Executive Officer 571,000 LTIP 10.0 2
5.0
571,000 LTIP 5.0 10.0 4
1,200,000 CSOP 5.0 N/A 3
2,342,000 Total
Christopher Hughes Chief Financial Officer 1,200,000 CSOP N/A 3
5.0
Vesting of the LTIP Options granted to Andrew Fryatt is subject to the
following performance criterion: the volume-weighted average mid-market
closing price of a Share as derived from the AIM Appendix to the Daily
Official List ("VWAP"), over a period of 45 dealing days ending on or after
the second and fourth anniversaries of the date of grant of the applicable
LTIP Options above is equal to or greater than the agreed Vesting Price as
specified in the table above. This performance criterion includes a
straight-line performance ratchet of between 70% and 100% of the Shares under
each LTIP Option between the VWAP of 10p and 40p.
The performance period for LTIP Options granted under the LTIP will typically
be four years commencing from the date of grant of the relevant LTIP Option.
In the case of Andrew Fryatt, in recognition of his service to the Company
since March 2020, 50% of his LTIP Options will vest and be exercisable on or
after the second anniversary of the date of grant, subject to and to the
extent that the Vesting Price is met or exceeded.
Except in the event of a change of control of the Company and in certain 'good
leaver' scenarios, LTIP Options may only be exercised after the expiry of the
performance period and to the extent that the relevant performance criterion
is met. LTIP Options shall be granted under the LTIP with an exercise price of
5 pence per Share (being equal to the nominal value of a Share). Shares
acquired on exercise of LTIP Options shall be subject to a two-year holding
period, during which time they cannot be sold, except in certain circumstances
including, but not limited to, the sale of Shares to meet any tax liabilities
arising upon exercise of the LTIP Options.
The Company has today granted market value CSOP Options over a total of
4,640,000 Shares with an exercise price of 5.0 pence per Share. This total
includes the 1,200,000 CSOP Options granted to each of Andrew Fryatt (CEO) and
Christopher Hughes (CFO) as detailed above, and 2,240,000 CSOP Options granted
to certain senior employees of the Company.
The vesting period of the CSOP Options shall be three years from the date of
grant. Except in the event of a change of control of the Company and in
certain 'good leaver' scenarios, no CSOP Options may be exercised prior to the
expiry of the vesting period. Shares acquired on exercise of the CSOP Options
shall be subject to a holding period of one year, during which time they
cannot be sold, except in certain circumstances including, but not limited to,
the sale of Shares to cover the exercise price payable upon exercise of the
CSOP Options. No performance conditions attach to the exercise of the CSOP
Options.
The total number of Shares that can be acquired pursuant to options granted
under the LTIP and CSOP today amounts to 5,782,000, representing approximately
5.83% of the Company's fully diluted issued share capital. The aggregate
number of Ordinary Shares that may be used to satisfy all options granted
under the LTIP and the CSOP will not exceed 10% of the enlarged ordinary share
capital of Jaywing.
The grant of the CSOP and LTIP options to Andrew Fryatt comprises a related
party transaction pursuant to Rule 13 of the AIM Rules for Companies. The
independent directors of Jaywing consider, having consulted with its nominated
adviser, that the terms of the transaction are fair and reasonable insofar as
its shareholders are concerned.
This announcement contains inside information
Enquiries:
Jaywing plc
Christopher Hughes (CFO/Company Secretary) Tel: 0333 370 6500
Cenkos Securities plc
Callum Davidson Tel: 020 7397 8920
Nicholas Wells
Note: This and other press releases are available at the Company's website:
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Fryatt
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 Jaywing plc
b) LEI 2138005USCN3ESKGRU20
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 5 pence each
Identification code GB00BF5KDY46
b) Nature of the transaction Grant of options over new ordinary shares pursuant to Long Term Incentive Plan
("LTIP")
c) Price(s) and volume(s)
Price Volume
Exercise price of 5p 1,142,000
d) Aggregated information
- Aggregated volume N/A
- Price
e) Date of the transaction 13 April 2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Fryatt
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 Jaywing plc
b) LEI 2138005USCN3ESKGRU20
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 5 pence each
Identification code GB00BF5KDY46
b) Nature of the transaction Grant of options over new ordinary shares pursuant to Company Share Option
Plan ("CSOP")
c) Price(s) and volume(s)
Price Volume
Exercise price of 5p 1,200,000
d) Aggregated information
- Aggregated volume N/A
- Price
e) Date of the transaction 13 April 2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Christopher Hughes
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 Jaywing plc
b) LEI 2138005USCN3ESKGRU20
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 5 pence each
Identification code GB00BF5KDY46
b) Nature of the transaction Grant of options over new ordinary shares pursuant to Company Share Option
Plan ("CSOP")
c) Price(s) and volume(s)
Price Volume
Exercise price of 5p 1,200,000
d) Aggregated information
- Aggregated volume N/A
- Price
e) Date of the transaction 13 April 2023
f) Place of the transaction Outside a trading venue
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