REG - Norman Broadbent PLC - Grant of Options to Directors and Employees

Norman BroadbentAnnouncement

18/03/2022 07:16

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RNS Number : 1641F  Norman Broadbent PLC  18 March 2022

Norman Broadbent plc

("Norman Broadbent", "NBB" or the "Group")

Grant of Options to Directors and Employees

Norman Broadbent (AIM: NBB), a leading London quoted Executive Search and
Interim Management firm offering a diversified portfolio of integrated
Leadership Acquisition & Advisory Services, announces that on 17 March
2022, the Group's Board of Directors agreed to a grant of 12,148,151 options
over ordinary shares ("Options") to the Company's Executive Directors and
certain employees under the Company's Enterprise Management Incentive Option
Scheme 2022 (the "Scheme"). The options are exercisable at 0p (zero pence) per
ordinary share.

The Options granted under the Scheme are subject to various conditions. They
vest over a 4-year period (25 per cent. per year) starting 12 months after the
date of the grant. No exercise can be made until at least 24 months from the
date of the grant. Once vested, the Options can be exercised within 7 years of
the grant date subject to two sets of performance criteria:

·    50 per cent. of the vested Options are exercisable on a scaled level
following the share price of the Company achieving an average price of between
10p and 19p over any three-month period prior to 30 June 2026; and

 

·    The remaining 50 per cent. of vested Options are exercisable on a
scaled level following the achievement of audited EBITDA in the range of
greater than £500,000 to £1,250,000 for any financial year of the Company
from date of grant to 31 December 2025.

The following table sets out the details of the Options that have been granted
to the Executive Directors:

 Director        Share Price Vesting Options  EBITDA Vesting Options  Total Number of Options Granted  Total Number of Options Held  Percentage of Existing Issued Shares Under Option  Percentage of the Fully Diluted Share Capital*
 Kevin Davidson  975,000                      975,000                 1,950,000                        1,950,000                     3.2%                                               2.7%
 Peter Searle    500,000                      500,000                 1,000,000                        1,000,000                     1.6%                                               1.4%
 Steve Smith     725,000                      725,000                 1,450,000                        1,450,000                     2.4%                                               2.0%
 Total           2,200,000                    2,200,000               4,400,000                        4,400,000                     7.2%                                               6.1%

 

*assuming that no further ordinary shares are issued by the Company between
the date of this announcement and the exercise of the options.

Following the issue, options outstanding of 9,950,000 representing 16.4 per
cent. of the current shares in issue. The Company has the ability to issue an
additional 2,198,151 options under the scheme to a maximum of 20 per cent. of
issued share capital. At the date of this announcement, the Company has
60,740,757 ordinary voting shares in issue.

Related Party Transactions

As Kevin Davidson, Peter Searle and Steve Smith, who are receiving options,
are Directors of the Company, the grant of the aggregate number of Options to
them constitutes a related party transaction as defined by the AIM Rules.
Accordingly, the Independent Directors being Fiona McAnena, Angela Hickmore
and Devyani Vaishampayan having consulted with WH Ireland Limited, the
Company's Nominated Adviser, consider that the terms of this option grant are
fair and reasonable insofar as shareholders are concerned.

The FCA notification, made in accordance with the requirements of the UK
Market Abuse Regulation is appended further below.

Peter Searle, Executive Chairman of Norman Broadbent, commented:

"This options grant is a great opportunity for key team members across the
Group to become beneficiaries of the future success of Norman Broadbent
and, if the ambitious targets are achieved, will result in significant
returns to all stakeholders. The Company's major shareholders are supportive
of this grant and feel that this creates appropriate incentivisation to now
align all parties in driving profitability and value in the business over the
coming years."

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                                                         PDMRs:

Kevin Davidson  Chief Executive Officer
                                                                   Peter Searle    Executive Chairman
                                                                   Steve Smith     Group CFO & COO

 
 2    Reason for the notification
 a)   Position/status                                              See 1a) above
 b)   Initial notification /Amendment                              Initial notification

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

    platform, auctioneer or auction monitor

 a)   Name                                                         Norman Broadbent Plc
 b)   LEI                                                          213800E5YN5TA934XA23
 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  Options over ordinary shares of £0.01 each in Norman Broadbent Plc

      Identification code                                          Identification code (ISIN) for Norman Broadbent Plc ordinary shares:
                                                                   GB00B3VF4Y66
 b)   Nature of the transaction                                    Grant of options
 c)   Price(s) and volume(s)                                       Name            Price(s)  Volume(s)
                                                                   Kevin Davidson  nil       1,950,000
                                                                   Peter Searle    nil       1,000,000
                                                                   Steve Smith     nil       1,450,000

 
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transactions                                     Options put in place as of 17 March 2022
 f)   Place of the transaction                                     Outside a trading venue

 

2

Reason for the notification

a)

Position/status

See 1a) above

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Norman Broadbent Plc

b)

LEI

213800E5YN5TA934XA23

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

Options over ordinary shares of £0.01 each in Norman Broadbent Plc

Identification code (ISIN) for Norman Broadbent Plc ordinary shares:
GB00B3VF4Y66

b)

Nature of the transaction

Grant of options

c)

Price(s) and volume(s)

 Name            Price(s)  Volume(s)
 Kevin Davidson  nil       1,950,000
 Peter Searle    nil       1,000,000
 Steve Smith     nil       1,450,000

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transactions

Options put in place as of 17 March 2022

f)

Place of the transaction

Outside a trading venue

 

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.

For further information, please contact:

Norman Broadbent plc                  +44 (0) 20 7484 0000

Kevin Davidson

Peter Searle

Steve
Smith

WH Ireland Limited                        +44 (0) 20
7220 1666

Jessica Cave

Darshan
Patel

 

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