REG-MediaZest Plc: Establishment of Long Term Incentive Plans and Grant of Options

MediazestAnnouncement

10/12/2025 07:00

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part                    
                                          of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance
with the Company's obligations under Article 17 of MAR.

 

MediaZest Plc

(“MediaZest”, the “Company”, or the “Group”)

 

Establishment of Long Term Incentive Plans and Grant of Options

 

MediaZest plc (AIM: MDZ), the creative audio-visual solutions provider,
announces that on the recommendation of the Company’s Remuneration
Committee, it has established two Long Term Incentive Plans (the “LTIPs”),
the MediaZest Plc Long Term Incentive Plan (the “Employee LTIP”) and the
MediaZest Plc Non-Employee Long Term Incentive Plan (the “Non-Employee
LTIP”).

 

The LTIPs are intended to be used to help recruit, retain and incentivise key
talent and align participants with shareholder interests by providing
participants with the opportunity to acquire ordinary shares of 0.01 pence in
the capital of the Company (“Shares”) in MediaZest at a fixed price
(“Options”).

 

The LTIPs replace an expired scheme with similar terms which lapsed in October
2025.

 

Options granted under the LTIPs will ordinarily become capable of vesting as
from their third anniversary of grant based on certain performance conditions,
with the exercise price per Share expected to be the closing mid-market price
of the underlying shares on the day prior to the grant. Options will lapse
after 10 years, and the total Options granted under the LTIPs in respect of
new issue or treasury Shares will be limited to a maximum of 15% of the
Company’s issued share capital. Employees within the Company’s group
(including executive directors) are eligible to receive Options pursuant to
the Employee LTIP at the discretion of the Remuneration Committee.
Non-employees (including the Company’s non-executive directors and
consultants) are eligible to receive Options pursuant to the Non-Employee LTIP
at the discretion of the Board. The LTIPs include market standard malus and
clawback clauses and leaver terms.

 

Initial award of Options under the LTIPs

 

The below table sets out the initial award of Options granted under the LTIPs
to certain directors and members of the Company’s senior management team on
10 December 2025:

 

 Individual       Position                 LTIP               Total number of Shares under Options  
 Keith Edelman    Chairman                 Non-Employee LTIP  20,000,000                            
 Geoff Robertson  Chief Executive Officer  Employee LTIP      80,000,000                            
 James Abdool     Non-Executive Director   Non-Employee LTIP  30,000,000                            
 Jim Ofield       Engineering Director     Employee LTIP      30,000,000                            

 

In addition to the above, Options in respect of 20,000,000 Shares were granted
at the same time to a consultant                      of the Company under
the Non-Employee LTIP.

 

The above Options are exercisable at a price of 0.09 pence per share, being
the closing mid-market price on 9 December 2025, being the day preceding the
grant of the Options. The Options will vest across two tranches, based on
satisfying certain performance conditions, with up to two thirds of the total
vesting in tranche one and the remaining one third in tranche two, and once
vested are ordinarily exercisable until the tenth anniversary of the date of
grant. Options are not ordinarily capable of vesting prior to the third
anniversary of their grant and will ordinarily be forfeit by participants in
the event of their cessation of employment (or office or engagement as
relevant) prior to such date.

 

Following the initial award of Options, the Company has 180,000,000 total
Shares under option, representing 10.6% of the Company’s issued share
capital.

 

 

For further information please contact:                                   

 

 MediaZest Plc                                                           www.mediazest.com                                                      
 Geoff Robertson, Chief Executive Officer                                via Walbrook PR                                                        
                                                                                                                                                
 SP Angel Corporate Finance LLP (Nomad)                                  Tel: +44 (0)20 3470 0470                                               
 David Hignell / Adam Cowl                                                                                                                      
                                                                                                                                                
 Hybridan LLP (Corporate Broker)                                         Tel: +44 (0)20 3764 2341                                               
 Claire Noyce                                                                                                                                   
                                                                                                                                                
 Walbrook PR (Media & Investor Relations)  Tel: +44 (0)20 7933 8780  or  mediazest@walbrookpr.com                                               
 Paul McManus / Lianne Applegarth  Alice Woodings                        Mob: +44 (0)7980 541 893 / +44 (0)7584 391 303 /  +44 (0)7407 804 654  
                                                                                                                                                

 

About MediaZest                     (                                
www.mediazest.com                               )

MediaZest is a creative audio-visual solutions provider that specialises in
delivering innovative digital signage and audio systems to leading retailers,
brand owners and corporations. The Group offers an integrated service from
content creation and system design to installation, technical support, and
maintenance. MediaZest was admitted to the London Stock Exchange's AIM in
February 2005.

 

MediaZest’s new AIM rule 26 investor site is now available to view on the
Company website here:                                 
https://www.mediazest.com/about/investor-relations/

 

 1.  Details of the person discharging managerial responsibilities/person closely associated                                                                                                                 
 a)  Name:                                                                                               1. Keith Edelman                                                                                    
                                                                                                         2. Geoff Robertson                                                                                  
                                                                                                         3. James Abdool                                                                                     
                                                                                                         4. Jim Ofield                                                                                       
 2.  Reason for the notification                                                                                                                                                                             
 a)  Position/status:                                                                                    1. Chairman                                                                                         
                                                                                                         2. Chief Executive Officer                                                                          
                                                                                                         3. Non-Executive Director                                                                           
                                                                                                         4. Engineering Director                                                                             
 b)  Initial notification/Amendment:                                                                                                                                                                         
 3.  Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor                                                                                           
 a)  Name:                                                                                               MediaZest plc                                                                                       
 b)  LEI:                                                                                                2138008URVJL8ZG4ST80                                                                                
 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:   Identification code:                 Ordinary Shares of 0.01 pence each    ISIN: GB00B064NT52                                            
 b)  Nature of the transaction:                                                                          Grant of Options under the Employee LTIP or Non-Employee LTIP as relevant                           
 c)  Price(s) and volume(s):                                                                                                                                                                                 
     Price(s)                                                                                            Volume(s)                                                                                           
 1.  0.09p                                                                                               20,000,000                                                                                          
 1.  0.09p                                                                                               80,000,000                                                                                          
 1.  0.09p                                                                                               30,000,000                                                                                          
 1.  0.09p                                                                                               30,000,000                                                                                          
 d)  Aggregated information:   Aggregated volume:   Price:                                               Single transactions as summarised in 4 c) above                                                     
 e)  Date of the transaction:                                                                            10 December 2025                                                                                    
 f)  Place of the transaction:                                                                           Outside a trading venue                                                                             

 



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