REG - Pulsar Group PLC - Establishment of Long-Term Incentive Plan

PulsarAnnouncement

15/07/2024 07:00

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RNS Number : 3154W  Pulsar Group PLC  15 July 2024

Pulsar Group PLC

 

("Pulsar Group" or the "Group")

 

Establishment of Long-Term Incentive Plan

and Directors' participation in the LTIP

 

 

Pulsar Group Plc (AIM: PULS), the technology innovator delivering
Software-as-a-Service ("SaaS") solutions for the global marketing and
communications industries, has put in place a new long term incentive plan
(the "LTIP").

 

The LTIP is intended to assist with the retention and motivation of key
employees of the Group with the aim of incentivising and rewarding exceptional
levels of performance over a four-year period. The LTIP performance
conditions, set out below, have been set to ensure that the participants in
the LTIP will have the potential to be rewarded only if shareholders benefit
from sustained growth in shareholder value over a four-year period.

 

The remuneration committee has granted Joanna Arnold, CEO, and Mark Fautley,
FD, the following awards under the LTIP:

·      Joanna Arnold - Option to acquire up to 1,857,106 Ordinary Shares
of 5 pence each in the capital of the Group ("Ordinary Shares") at an exercise
price of 5 pence per share (that are capable of vesting in two tranches of
619,035 Ordinary Shares and one tranche of 619,036 Ordinary Shares for the
three performance periods respectively); and

·      Mark Fautley - Option to acquire up to 1,160,691 Ordinary Shares
at an exercise price of 5 pence per share (that are capable of vesting in
three equal tranches of 386,897 Ordinary Shares for each performance period).

 

The details of the performance criteria for the awards for all the LTIP
participants are set out below:

·      Participants have been granted an Option to acquire up to a
certain number of Ordinary Shares.

·      Each Option will have a nominal cost "Option Price of 5 pence per
share (being the price payable by the participant to acquire the Ordinary
Shares on exercise of their Option).

·      A participant's ability to exercise their Option and acquire the
Ordinary Shares will depend on the performance of the business to 30 November
2027.

·      Each Option will be subject to three performance periods running
from adoption of the LTIP and the Ordinary Shares under each Option will be
split into three tranches:

o  Performance period 1: to 30 November 2025

o  Performance period 2: to 30 November 2026

o  Performance period 3: to 30 November 2027

·      The number of Ordinary Shares capable of vesting in any
performance period will depend on meeting ARR growth targets and total
shareholder return targets (with a 50/50 allocation across these two
performance conditions) as follows:

o  Average ARR Growth: lower target of 5% per annum and stretch target of 15%
per annum over each performance period.

o  Total Shareholder Return: lower target of 10% per annum and stretch target
of 30% per annum over each performance period.

·      If the lower target is met in respect of each condition, then 25%
of the Ordinary Shares in the relevant Option Tranche will vest and if the
stretch target is met then 100% of the Ordinary Shares in the relevant Option
Tranche will vest. Vesting for performance outcomes between the lower target
and the stretch target will be determined on a straight-line basis between 25%
and 100%. If the lower target is not met in respect of both conditions, no
Ordinary Shares in the relevant Option Tranche will vest.

·      The allocation of Ordinary Shares under the relevant Option
Tranche will vest at the end of each performance period. The vested portion of
each Option will be subject to a further one-year holding period following
which Option holders will be permitted to exercise their Option (to the extent
vested) and acquire the Ordinary Shares.

·      The maximum dilution resulting from the awards under the LTIP,
assuming all performance criteria have been met, is 6.0% of the Group's
current issued share capital equivalent to 7,617,359 Ordinary Shares.

 

For further information:

Pulsar Group PLC

Joanna Arnold (CEO) / Mark Fautley
(CFO)                                                                          020
3426 4070

Cavendish Capital Markets (Nominated Adviser and
Broker)

Corporate Finance - Marc Milmo / Fergus Sullivan
                                      020 7220 0500

ECM -  Sunila de Silva

 

The Notification of Dealing Forms set out below is provided in accordance with
the requirements of the EU Market Abuse Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         Joanna Arnold
 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:                                                         Pulsar Group plc
 b)    LEI:                                                          213800PPZ4ZM8OMHGT41
 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 5 pence each

       Identification code:                                          GB00BGQVB052
 b)    Nature of the transaction:                                    Awards under LTIP
 c)    Price(s) and volume(s):

Price(s)  Volume(s)
                                                                     £0.05     1,857,106
 d)    Aggregated information:

       · Aggregated volume:                                          N/A

       · Price:
 e)    Date of the transaction:                                      12 July 2024
 f)    Place of the transaction:                                     Outside of a trading venue

d)

Aggregated information:

· Aggregated volume:

· Price:

 

N/A

e)

Date of the transaction:

12 July 2024

f)

Place of the transaction:

Outside of a trading venue

 

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         Mark Fautley
 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:                                                         Pulsar Group Plc
 b)    LEI:                                                          213800PPZ4ZM8OMHGT41
 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 5 pence each

       Identification code:                                          GB00BGQVB052
 b)    Nature of the transaction:                                    Awards under LTIP
 c)    Price(s) and volume(s):

Price(s)  Volume(s)
                                                                     £0.05     1,160,691
 d)    Aggregated information:

       · Aggregated volume:                                          N/A

       · Price:
 e)    Date of the transaction:                                      12 July 2024
 f)    Place of the transaction:                                     Outside of a trading venue

d)

Aggregated information:

· Aggregated volume:

· Price:

 

N/A

e)

Date of the transaction:

12 July 2024

f)

Place of the transaction:

Outside of a trading venue

 

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