REG - RBG Holdings PLC - Executive Incentive Plan

RBG HoldingsAnnouncement

01/04/2022 07:15

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RNS Number : 8662G  RBG Holdings PLC  01 April 2022

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 ("MAR").  Upon the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is now
considered to be in the public domain.

1 April 2022

 

RBG Holdings plc

("RBG", the "Group", or the "Company")

 

Executive Incentive Plan & Growth Share Schemes

Grant of Options and PDMR Dealings

RBG Holdings plc (AIM: RBGP), the professional services group, today announces
the introduction of a new Executive Incentive Plan ("EIP") and new Growth
Share Schemes.

 

Since the Group's admission to AIM in 2018, RBG has delivered significant
growth through a combination of organic and acquisition-led performance. Given
the growth and evolution of the Group, the Board believes a new remuneration
structure is needed to retain and motivate the senior management team and key
performing employees while focusing them on long-term value creation and
aligning their interests directly with shareholders.

 

The EIP will replace the Group's existing senior executive bonus scheme, and
the two new forms of growth share schemes will be introduced to replace the
Convex Capital Limited ("Convex Capital") flexible commission scheme announced
on 3 February 2021, and introduce, for the first time, a share based incentive
scheme for RBG Legal Services Limited ("RBGLS").

 

EIP

 

The EIP will cover a five-year performance period from 1 January 2022 to 31
December 2026 ("the Performance Period"). The EIP participants, being the
Group CEO, Group CFO and Group HR director, will be granted an award of
options ("EIP Options") that will be capable of converting into new ordinary
shares in the Company.

 

The EIP  is subject to performance criteria and EIP Options can only be
exercised provided a hurdle calculated by reference to a 10% annualised growth
in the Company's share price from the start of the Performance Period on 1
January 2022 (based on an opening share price of £1.23 per share) (the
"Threshold Hurdle") has been achieved.

 

Providing the Threshold Hurdle has been achieved by the end of the Performance
Period, the EIP participants will be entitled to receive, in aggregate, 8% of
the value created for shareholders above the Threshold Hurdle via the EIP
Options. This value sharing percentage will apply only to the ordinary shares
in issue on 1 January 2022, being 95,331,236 shares, and is capped at a
maximum aggregate award of 10% of this number of shares.

 

As part of the implementation of the EIP, Nicola Foulston and Robert Parker
have agreed they will forgo an annual bonus and will not receive further
incentives for the duration of the EIP.

 

The allocation of options under the EIP will be as follows:

 

 Name and Position          Allocation of options
 Nicola Foulston (CEO)      50%
 Robert Parker (CFO)        45%
 Roma Marlin (HR Director)  5%

 

A further announcement will be made at the time EIP Options are issued.

 

Growth Share Schemes - Convex Capital & RBGLS

 

Furthermore, the Group will implement two Growth Share Schemes to incentivise
key employees at Convex Capital and RBGLS. The Growth Share Schemes are
designed to drive the continued growth of the individual businesses and will
form the cornerstone of the Company's Long Term Remuneration structure in
Convex Capital and RBGLS to retain and motivate key employees. The schemes
will focus key employees on long-term value creation and further align their
interests directly with shareholders.

 

All of the Group's share schemes are subject to restrictions such that the
number of shares over which options are in issue in any ten year rolling
period shall not exceed 10% of the Company's issued share capital.  In the
event that this limit is likely to be exceeded the number of options available
under the EIP will be subject to an appropriate limitation.

The EIP and Growth Share Schemes have been approved by the Company's
Remuneration Committee and discussed with the Company's largest shareholders.

Further details of the EIP and Growth Share Schemes will be set out in the
Group's 2021 Annual Report and Accounts.

Grant of Options and PDMR dealings

The Company further announces that it has today, 1 April 2022, granted
1,000,000 nil-cost options over ordinary shares of 0.2 pence each in the
Company to Robert Parker, Chief Financial Officer. The options will vest over
two years and be subject to no further conditions other than for Robert Parker
to remain employed by the Group, and are awarded in recognition of his three
years' service with no prior equity allocation.

 

Enquiries:

 

 RBG Holdings plc                                                 Via SEC Newgate

 Nicola Foulston, CEO

 Singer Capital Markets (Nomad and Broker)                       Tel: +44 (0)20 7496 3000

 Rick Thompson / Alex Bond / James Fischer (Corporate Finance)

 Tom Salvesen (Corporate Broking)
 SEC Newgate (for media enquiries)                               Tel: +44 (0)7540 106366 rbg@secnewgate.co.uk (mailto:rbg@secnewgate.co.uk)

 Robin Tozer/Richard Bicknell

 

 

About RBG Holdings plc

RBG Holdings plc is a professional services group, which comprises the
following divisions:

 

RBG Legal Services Limited ("RBGLS")

RBGLS is the Group's legal services division which combines the businesses
previously operated by Rosenblatt Limited and Memery Crystal LLP.

 

Rosenblatt

Rosenblatt is one of the UK's pioneering legal practices and a leader in
dispute resolution. Rosenblatt provides a range of legal services to its
diversified client base, which includes companies, banks, entrepreneurs and
individuals. Complementing this is Rosenblatt's increasingly international
footprint, advising on complex cross-jurisdictional disputes.

 

Memery Crystal

Memery Crystal offers legal services in a range of areas such as corporate
(including a market-leading corporate finance offering), real estate,
commercial, IP & technology (CIPT), banking & finance, tax &
wealth structuring and employment. Memery Crystal is one of the leading legal
practices in the UK to advise the emerging cannabis sector on a wide range of
business issues. Memery Crystal offers a partner-led service to a broad range
of clients, from multinational companies, financial institutions and
owner-managed businesses to individual entrepreneurs.

 

LionFish Litigation Finance Limited ("LionFish")

The Group also provides litigation finance in selected cases through a
separate arm, LionFish Litigation Finance Limited. LionFish finances
litigation matters being run by other solicitors in return for a significant
return on the outcome of those cases. As such, the Group has two types of
litigation assets - Rosenblatt's own client matters, and litigation matters
run by third-party solicitors. LionFish is positioned to be a unique,
alternative provider to the traditional litigation funders.

 

Convex Capital Limited ("Convex Capital")

Convex Capital is a specialist sell-side corporate finance boutique based in
Manchester. Convex Capital is entirely focused on helping companies,
particularly owner-managed and entrepreneurial businesses, realise their value
through sales to large corporates. Convex Capital identifies and proactively
targets firms that it believes represent attractive acquisition opportunities.

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Robert Parker

 2    Reason for the notification

 a)   Position/status                                              Chief Financial Officer (PDMR)

 b)   Initial notification /Amendment                              Initial Notification

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

    platform, auctioneer or auction monitor

 a)   Name                                                         RBG Holdings plc

 b)   LEI                                                          213800MJO31M84UMFL64

 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 0.2 pence each

      Identification code                                          ISIN: GB00BFM6WL52

 b)   Nature of the transaction                                    Grant of options

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     nil               1,000,000

 d)   Aggregated information                                       N/A - single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      1 April 2022

 f)   Place of the transaction                                     Outside a trading venue

 

 

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