REG - Kooth PLC - Notification of Transactions of Directors

KoothAnnouncement

06/12/2022 18:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221206:nRSF8212Ia&default-theme=true

RNS Number : 8212I  Kooth PLC  06 December 2022

6 December 2022

Kooth plc

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

Notification of Transactions of Directors, Persons Discharging Managerial
Responsibility or Connected Persons

Kooth (AIM: KOO), the UK's leading digital mental health platform, announces
the second 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 ordinary shares in the Company ("LTIP
Options") and/or (ii) an immediate award of ordinary shares, subject to
restrictions or forfeiture (together "LTIP Awards").

Award size, performance conditions and dilution

On 6 December 2022, options over 572,154 shares in aggregate (the "2022
Awards") were granted under the LTIP, including those set out below which were
granted to directors:

 Director / PDMR  Role                     Number of shares over which 2022 Awards made
 Tim Barker       Chief Executive Officer  127,279
 Sanjay Jawa      Chief Financial Officer  96,059
 Kate Newhouse    Chief Operating Officer  108,067

The vesting of the 2022 Awards is subject to the achievement of performance
conditions based upon the growth in Kooth's annual recurring revenue over the
three year performance period commencing 1 January 2022 and the Company's
total shareholder return over the three year performance period commencing 2
September 2022. The awards will vest (subject to the achievement of the
performance conditions) on 2 September 2025.  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 2025, the total dilutive impact of the 2022
Awards will be c. 1.7%. 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)                                       127,279 at nil price point
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      6 December 2022
 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)                                       96,059 at nil price point
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      6 December 2022
 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 Operations 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)                                       108,067 at nil price point
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      6 December 2022
 f)   Place of the transaction                                     Off market transaction

 

- Ends -

 

 Enquiries:
 Kooth plc                                                                                     investorrelations@kooth.com

 Tim Barker, CEO

 Sanjay Jawa, CFO
 Panmure Gordon, Nominated Adviser and Joint Broker

 Corporate Finance:                                          +44 (0) 20 7886 2500

 Dominic Morley, James Sinclair-Ford

 Corporate Broking:

 Erik Anderson
 Stifel, Joint 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

About Kooth plc:

Kooth (AIM:KOO) is the UK's leading digital mental health platform. Our
mission is to provide accessible and safe spaces for everyone to achieve
better mental health. Our platform is clinically robust and accredited to
provide a range of therapeutic support and interventions. All our services are
predicated on easy access to make early intervention and prevention a reality.

Our three services are:

· Kooth: for children and young persons

· Kooth: for Adults

· Kooth Work: for employees

Kooth is a fully safeguarded and pre-moderated community with a library of
peer and professional created content, alongside access to experienced online
counsellors. There are no thresholds for support and no waiting lists.
Currently, Kooth sees over 4,000 logins a day.

For adults, Kooth operates across distinct locations and serves specific
cohorts, including parents, teachers, victims of crime, and those who have
suffered from or continue to experience domestic violence. It is also offered
as a benefit by a number of corporate organisations delivering anonymous
digital mental health support services to employees.

Kooth is the only digital mental health provider to hold a UK-wide
accreditation from the British Association of Counselling and Psychotherapy
(BACP).

In 2021, Kooth was named 'Best Newcomer' at the European Mediscience Awards,
winner in the category of 'Tech for Good' at the UK Tech Awards and recognised
as the 'HealthTech Pioneer of the Year' at the UK Business Tech Awards for its
role in 'Supporting the Nation's Mental Health'.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHTFBPTMTMMBPT