REG - Kooth PLC - Awards under Incentive Plan & PDMR dealing

KoothAnnouncement

27/10/2023 10:30

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RNS Number : 5620R  Kooth PLC  27 October 2023

27 October 2023

Kooth plc

("Kooth" or the "Company" or the "Group")

Awards under Long Term Incentive Plan and PDMR dealing

Kooth (AIM: KOO), a leading provider of digital mental health services
announces the third grant of options to Executive Directors and certain senior
management under the Long-Term Incentive Plan ("LTIP") as outlined in Kooth's
admission document dated 26 August 2020.

The LTIP was established to incentivise management to deliver long-term value
creation for shareholders and ensure alignment with shareholder interests.

Background

The LTIP is a discretionary share plan. Under the LTIP the Board may, within
certain limits and subject to any applicable performance conditions, grant to
eligible employees (i) options over Shares ("LTIP Options") and/or (ii) an
immediate award of Shares, subject to restrictions or forfeiture (together
"LTIP Awards").

Award size, performance conditions and dilution

On 27 October 2023, options over 340,000 shares in aggregate (the "2023
Awards") were granted under the LTIP, including those set out below which were
granted to directors:

 Director / PDMR  Role                     Number of shares over which 2023 Awards made
 Tim Barker       Chief Executive Officer  71,197
 Sanjay Jawa      Chief Financial Officer  59,331
 Kate Newhouse    Chief Operating Officer  59,331

The vesting of the 2023 Awards is subject to the achievement of performance
conditions based upon the growth in Kooth's adjusted EBITDA over the
three-year performance period commencing 1 January 2023 and the Company's
total shareholder return over the three-year performance period commencing 2
September 2023. The awards will vest (subject to the achievement of the
performance conditions) on 2 September 2026.  To the extent they vest, awards
held by Executive Directors will be subject to a post-vesting holding period
of two years.  The awards granted to other senior management will be released
at vesting.

Each award has been granted in the form of an option with an exercise price
per share of £0.05.

If the maximum targets are met in 2026, the total dilutive impact of the 2023
Awards will be c. 0.9%. The maximum aggregate dilutive effect of awards
currently in issue that can be exercised under the LTIP remains below 10% of
issued share capital.

 

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                                                         Tim Barker
 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                                                         Kooth plc
 b)   LEI                                                          2138001YLGO1L8UYOM90
 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 £0.001 each

      Identification code

                                                                   ISIN: GB00BMCZLK30
 b)   Nature of the transaction                                    Grant of options over ordinary shares under the Company's LTIP
 c)   Price(s) and volume(s)                                       71,197 at nil price point
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      27 October 2023
 f)   Place of the transaction                                     Off market transaction

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Sanjay Jawa
 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                                                         Kooth plc
 b)   LEI                                                          2138001YLGO1L8UYOM90
 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 £0.001 each

      Identification code

                                                                   ISIN: GB00BMCZLK30
 b)   Nature of the transaction                                    Grant of options over ordinary shares under the Company's LTIP
 c)   Price(s) and volume(s)                                       59,331 at nil price point
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      27 October 2023
 f)   Place of the transaction                                     Off market transaction

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Kate Newhouse
 2    Reason for the notification
 a)   Position/status                                              Chief Operating Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Kooth plc
 b)   LEI                                                          2138001YLGO1L8UYOM90
 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 £0.001 each

      Identification code

                                                                   ISIN: GB00BMCZLK30
 b)   Nature of the transaction                                    Grant of options over ordinary shares under the Company's LTIP
 c)   Price(s) and volume(s)                                       59,331 at nil price point
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      27 October 2023
 f)   Place of the transaction                                     Off market transaction

 

- Ends -

 

 Enquires:
 Kooth plc                                                                                     investorrelations@kooth.com

 Tim Barker, CEO

 Sanjay Jawa, CFO
 Stifel, Nominated Adviser and Sole Broker                   +44 (0) 20 7710 7600

 Ben Maddison, Nick Adams, Nicholas Harland, Richard Short
 FTI Consulting
 Jamie Ricketts, Alex Shaw, Usama Ali                                                          kooth@fticonsulting.com

 

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