REG - Norman Broadbent PLC - Surrender and Granting of Options

Norman BroadbentAnnouncement

09/10/2023 07:15

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RNS Number : 0525P  Norman Broadbent PLC  09 October 2023

Norman Broadbent plc

("Norman Broadbent" or the "Company")

Surrender of existing options

and

Grant of new options

 

Surrender of existing options

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 6 October
2023, Peter Searle, Non-Executive Chair, surrendered for no consideration 1.0
million options over the Company's ordinary shares of 1p each ("Ordinary
Shares") which were granted pursuant to the Company's Long Term Incentive
Scheme ("LTIP") on 18 March 2022, Kevin Davidson, Chief Executive Officer,
surrendered for no consideration 2,548,148 options over Ordinary Shares which
were granted pursuant to the LTIP between 18 March 2022 and 28 July 2023, Mehr
Malik, Chief Financial Officer, surrendered for no consideration 1.7 million
options over Ordinary Shares which were granted pursuant to the LTIP on 28
July 2023,  and Sean Bergin, who is a Person Discharging Managerial
Responsibilities ("PDMR") surrendered for no consideration 1.7 million options
over Ordinary Shares which were granted pursuant to the LTIP between 18 March
2022 and 28 July 2023.

The above surrenders of existing options have been made to amend the terms of
the LTIP, to standardise the terms for all participants and to align the terms
of the LTIP with the Board's expectations.

Grant of new options

Subsequently, each of Peter Searle, Kevin Davidson, Mehr Malik and Sean Bergin
has, in accordance with the LTIP established by resolution of the Board of
Directors on 6 October 2023, been granted on 6 October 2023 (the "Date of
Grant ") options over Ordinary Shares exercisable at nil pence per Ordinary
Share ("Options").  The following table sets out details of the Options that
have been granted to both the Company's Executive Directors and one PDMR:

                                                                                                                                                                        Percentage of the Company's Existing Issued Shares Under Option held  Percentage of the Company's Fully Diluted Share Capital held*


                                           Number of Share Price Vesting Options granted   Number of EBITDA Vesting Options granted   Total Number of Options granted

 Name of Individual

                      Director/PDMR
 Kevin Davidson       CEO                  1,274,074                                       1,274,074                                  2,548,148                         4.1%                                                                  3.4%
 Mehr Malik           CFO                  850,000                                         850,000                                    1,700,000                         2.8%                                                                  2.3%
 Sean Bergin          COO and PDMR         850,000                                         850,000                                    1,700,000                         2.8%                                                                  2.3%
 Peter Searle         Non-Executive Chair  500,000                                         500,000                                    1,000,000                         1.6%                                                                  1.4%
 Total                                     3,474,074                                       3,474,074                                  6,948,148                         11.3%                                                                 9.4%

 

*assuming that no further Ordinary Shares are issued between the date of this
announcement and exercise of the Options.

25 per cent. of the Options vest immediately on the Date of Grant and the
remaining options are granted over a period of three years and vest subject to
two sets of performance criteria:

·      50 per cent. of the vested Options are exercisable on a scaled
basis following the price of an Ordinary Share achieving an average of between
10p and 19p over any three-month period prior to 30 June 2026 ("Share Price
Vesting Options"); and

 

·      The remaining 50 per cent. of the vested Options are exercisable
on a scaled basis following the achievement by the Company of audited EBITDA
in the range of greater than £0.5 million to £1.25 million in any financial
year from the Date of Grant to 31 December 2025 ("EBITDA Vesting Options").

Following the grant of the Options, there are 12,148,148 options over
Ordinary Shares outstanding representing 19.7 per cent. of the Company's
issued share capital. At the date of this announcement, the Company has
61,817,543 Ordinary Shares in issue.

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

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

Peter Searle     Chair

                                                                   Kevin Davidson   CEO
                                                                   Mehr Malik       CFO
                                                                   Sean Bergin      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)
                                                                   Peter Searle     nil       1,000,000

                                                                   Kevin Davidson   nil       2,548,148
                                                                   Mehr Malik       nil       1,700,000
                                                                   Sean Bergin      nil       1,700,000

 
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transactions                                     Options put in place as of 06 October 2023
 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)
 Peter Searle     nil       1,000,000

 Kevin Davidson   nil       2,548,148
 Mehr Malik       nil       1,700,000
 Sean Bergin      nil       1,700,000

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transactions

Options put in place as of 06 October 2023

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, CEO

Mehr Malik, CFO

Shore Capital (Nominated Adviser and Broker)
                020 7408 4090

Tom Griffiths / Tom Knibbs (Corporate Advisory)

Henry Willcocks (Corporate Broking)

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