REG - LoopUp Group PLC - Option Grant and Block Listing Application

LoopupAnnouncement

22/11/2022 13:15

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RNS Number : 2480H  LoopUp Group PLC  22 November 2022

22 November 2022

 

LOOPUP GROUP PLC

 

("LoopUp Group" or the "Group")

 

Option Grant and Block Listing Application

 

LoopUp Group plc (AIM: LOOP), the cloud platform for premium hybrid
communications, announces that the Group's Remuneration Committee and Board
have approved: (i) an issue of new options to current employees, including
PDMRs of the Group ("New Options"); and (ii) an offer concerning certain
options granted prior to 2021 to be made to current employees, including to
PDMRs of the Group.

Grant of New Options to PDMRs

As part of a broader grant of options to employees, the Group's Remuneration
Committee and Board have approved the grant of a total of up to 12,500,000
share options to employees, including the following PDMRs of the Group at a
strike price of £0.0525 (equal to the market closing price on 18 November
2022) and with a four-year vesting schedule with one quarter vesting one year
after the grant and the remaining three quarters vesting monthly over the
subsequent 36-month period subject to continuing employment:

                                    New Options granted
 Michael Hughes    co-CEO           1,500,000
 Steve Flavell     co-CEO           1,500,000
 Marcus Greensit   COO              1,000,000
 Simon Sacerdoti   CFO              600,000
 Víctor Sánchez    CTO              600,000
 Edward Cooper     General Counsel  800,000

 

Cancellation of Existing Options and Regrant of Options

The Group has previously granted options to employees which include: (i) in
2020 options at a strike price of £1.10 ("2020 Options"); (ii) in 2019
options at a strike price of £0.75 ("2019 Options"); and (iii) between 2012
and 2016 options at a strike price of £0.75 ("Older Options"). In each case
these grants included Executive Directors and PDMRs, and were made pursuant to
the Group's existing share option schemes (collectively the "Existing
Options").

The Group's Remuneration Committee considers that these grants have become
ineffective in their primary purpose of retaining business-critical staff, and
therefore believes that the following measures are aligned with such retention
and driving future value for shareholders:

 ·             All current employees not under notice who were granted Existing Options will
               be given the choice whether to keep those grant contracts as is, or whether to
               cancel those grant contracts and enter simultaneously into new contracts with
               different terms as follows:
               o                                         for regrants relating to the 2020 Options, a 50% reduction in the number of
                                                         options regranted and vesting over a fresh four-year period;
               o                                         for regrants relating to the 2019 Options, a 40% reduction in the number of
                                                         options regranted and vesting over a fresh four-year period; and
               o                                         for regrant relating to the Older Options, a 30% reduction in the number of
                                                         options regranted and vesting over a fresh four-year period.
 ·             For the fresh four-year vesting period, one quarter of regranted options shall
               vest one year after the regrant, with the remaining three quarters vesting
               monthly over the subsequent 36-month period subject to continuing employment.
 ·             An exercise price of the closing middle market price on 18 November 2022 of
               £0.0525

This process may result in up to 4,566,064 Existing Options being cancelled
and replaced by up to 2,834,704 new options with an exercise price of £0.0525
("Regrant Options"). The following PDMRs of the Group have been offered, and
have accepted, the following cancellation of the Existing Options and the
grant of the Regrant Options as set out below (subject to the aforementioned
mechanism):

                                   Existing Options to be cancelled  Regrant Options  Total number of options held following the  cancellation and regrant and
                                                                                      grant of New Options
 Michael Hughes   co-CEO           1,079,000                         715,500          2,215,500
 Steve Flavell    co-CEO           199,000                           99,500           2,174,500
 Marcus Greensit  COO              499,000                           325,100          1,587,100
 Edward Cooper    General Counsel  73,000                            41,700           1,107,700

 

Block Listing Application

Employees who elect to participate in the Group's Employee Stock Purchase Plan
("ESPP") sacrifice a portion of their salary in return for the allotment of
shares. The Board considers the ESPP to be an effective means to motivate
employees by aligning their reward with the success of the company.

Application has been made to the London Stock Exchange for a block listing of
10,000,000 ordinary shares of 0.5 pence each (the "New Ordinary Shares") which
may be issued under the ESPP. Shares so issued will rank pari passu in all
respects with the then existing issued ordinary shares of the Group. Admission
is expected to become effective on 28 November 2022.

The FCA notification, made in accordance with the UK version of the
requirements of the EU Market Abuse Regulation (as part of UK law by virtue of
the European Union (Withdrawal) Act 2018) is appended below.

 

For further information, please contact:

 

 LoopUp Group plc                                    via FTI
 Steve Flavell, co-CEO

 Panmure Gordon (UK) Limited                         +44 (0) 20 7886 2500
 Dominic Morley / Alina Vaskina (Corporate Finance)
 Erik Anderson (Corporate Broking)

 Cenkos Securities Limited                           +44 (0) 20 7397 8900
 Giles Balleny / Dan Hodkinson (Corporate Finance)
 Alex Pollen (Sales)

 FTI Consulting, LLP                                 +44 (0) 20 3727 1000
 Matt Dixon / Jamille Smith / Tom Blundell

 

About LoopUp Group plc

LoopUp (LSE AIM: LOOP) is a cloud platform for premium hybrid communications.
The Group's flagship Cloud Telephony solution for Microsoft Teams enables
multinational enterprises to consolidate their global telecommunications into
a single, consistently managed cloud implementation rather than disparate
implementations from multiple carriers. The Group's hybrid auditorium and
events solution, Hybridium (www.hybridium.com (http://www.hybridium.com) ),
brings unrivaled engagement and analytics to larger scale hybrid education,
training and events such as management onsites, departmental kick-offs,
capital markets days and thought leadership seminars.

 

The Group is listed on the AIM market of the London Stock Exchange (LOOP) and
is headquartered in London, with offices in the US, Spain, Germany, Hong Kong,
Barbados and Australia.

 

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)   Names                                                        1.   Michael Hughes

                                                                   2.   Steve Flavell

                                                                   3.   Marcus Greensit

                                                                   4.   Simon Sacerdoti

                                                                   5.   Víctor Sánchez

                                                                   6.   Edward Cooper
 2    Reason for the notification

 a)   Position/status                                              Classified as PDMRs of the Company

 b)   Initial notification /Amendment                              Initial Notification

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

    platform, auctioneer or auction monitor

 a)   Name                                                         LoopUp Group plc

 b)   LEI                                                          21380063DQ4WXDQLYB80

 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 0.5p

 b)   Identification code                                          GB00BYQP6S60

 c)   Nature of the transaction                                    Allotment and part sale pursuant to a group Share Option Scheme and Employee

                                                            Share Purchase Plan

 d)   Price(s) and volume(s)                                       Price(s)  Strike Price  Volume(s) of New Options granted  Volume(s) of Existing Options cancelled  Volume(s) of Regrant Options granted

                                                                 1.        £0.0525       1,500,000                         1,079,000                                715,500
                                                                   2.        £0.0525       1,500,000                         199,000                                  99,500
                                                                   3.        £0.0525       1,000,000                         499,000                                  210,000
                                                                   4.        £0.0525       600,000                           0                                        0
                                                                   5.        £0.0525       600,000                           0                                        0
                                                                   6.        £0.0525       800,000                           73,000                                   41,700

 

 d)   Aggregated information                                       6,000,000 New Options with a strike price of £0.0525.

      - Aggregated volume                                          1,850,000 Existing Options cancelled and 1,066,700 Regrant Options granted

                                                            with a strike price of £0.0525
      - Price
 e)   Date of the transaction                                      21 November 2022

 f)   Place of the transaction                                     London Stock Exchange

 

 

d)

 

Aggregated information

- Aggregated volume

- Price

6,000,000 New Options with a strike price of £0.0525.

1,850,000 Existing Options cancelled and 1,066,700 Regrant Options granted
with a strike price of £0.0525

e)

 

Date of the transaction

21 November 2022

f)

Place of the transaction

London Stock Exchange

 

 

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