REG - Sosandar PLC - Restructuring of executive share incentives

SosandarAnnouncement

Today 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251218:nRSR0279Ma&default-theme=true

RNS Number : 0279M  Sosandar PLC  18 December 2025

 

Sosandar plc

 

("Sosandar" or the "Company")

 

Restructuring of executive share incentives

 

Sosandar, the women's fashion brand, creating quality, trend-led products for
women of all ages, announces that it has restructured an element of its share
incentive scheme. Working in conjunction with h2g Remuneration Advisory, the
changes have been designed to maintain appropriate incentives for the Senior
Management Team ("SMT") and Co-CEOs.

 

The changes involve the issuing of new options to the SMT, maintaining the
number of awards held by the Co-CEOs, and revising the performance criteria of
unvested options to better reflect current market conditions. The total net
increase in the number of share options is 4,880,000, representing 1.97% of
the Company's total shares in issue.

 

Senior Management Team

 

In order to incentivise and retain members of the SMT, the Company has awarded
new options ("New Options") totalling 6,860,000 ordinary shares of 0.1 pence
each in the Company ("Ordinary Shares") with an exercise value of 7.25 pence.
This includes granting 1,800,000 New Options to Stephen Dilks, Chief Financial
Officer.

 

As part of these arrangements, the Company has also cancelled existing options
("Existing Options") granted over, in aggregate, 1,980,000 Ordinary Shares,
including 720,000 Existing Options held by Stephen Dilks. Of these (i)
1,642,812 have an exercise price of £nil, with vesting conditional upon the
Company's share price reaching 60 pence per Ordinary Share; and (ii) 337,188
have fully vested with an exercise price of £nil.

 

As a result of these changes, the total number of options increases by
4,880,000, with revised Performance Criteria structured to better reflect
current market conditions and the changes in the macro-economic environment
since the Existing Options were granted in 2021.

 

Co-CEOs

 

The number of options held by each Co-CEO has been maintained, with the
Performance Criteria of unvested options being revised to better reflect
current market conditions.

 

The Company has cancelled 5,655,629 Existing Options each held by the
Company's Co-CEOs Alison Hall and Julie Lavington. Of these (i) 4,000,000 have
an exercise price of £nil and a vesting price of 60 pence per Ordinary share;
and (ii) 1,655,629 have fully vested with an exercise price of 15 pence. The
average exercise price for the options being cancelled is 4.99 pence.

 

Simultaneously, Alison Hall and Julie Lavington have each been granted
5,655,629 New Options with an exercise price of 7.25 pence per New Option, of
which (i) 4,000,000 will vest subject to achievement of the Performance
Conditions; and ii) 1,655,629 will remain fully vested.

 

Alison Hall and Julie Lavington each continue to hold further nil cost options
over 5,725,971 Ordinary Shares which are fully vested and unaffected by the
arrangements described.

 

Performance Criteria

 

All New Options will have an exercise price of 7.25 pence (being the
closing-mid share price on 17 December 2025) per New Option and vest subject
to achievement of the following conditions:

 

·      50% of the New Options shall vest subject to achieving a
closing-mid price per Ordinary Share of 20 pence*;

 

·      25% of the New Options shall vest subject to achieving a
closing-mid price per Ordinary Share of 25 pence*; and

 

·      25% of the New Options shall vest subject to achieving a
closing-mid price per Ordinary Share of 30 pence*

 

(together, "Performance Conditions").

 

* for a period 20 consecutive business days

 

Summary

 

As a result of the above changes, the Company now has 32,640,897 options
outstanding over Ordinary Shares, equal to 13.4% of the Company's issued share
capital excluding 5,000,000 Ordinary Shares held in treasury (11.8% on a fully
diluted basis). The Company intends to utilise the Ordinary Shares held in
treasury to part-satisfy the New Options upon their exercise, thereby
mitigating the dilutive impact on shareholders.

 

The Company's Remuneration Committee has made these arrangements to ensure
that the senior leadership team responsible for driving the business forward
are appropriately incentivised in a manner consistent with the interests of
the Company's shareholders.

 

These arrangements have been implemented following consultation with certain
of the Company's major institutional shareholders.

 

 

 

Enquiries

 Sosandar plc                                                 www.sosandar.com (http://www.sosandar.com)
 Julie Lavington / Ali Hall, Joint CEOs                       c/o Alma PR
 Stephen Dilks, CFO
 Singer Capital Markets (Joint Broker and Nominated Adviser)  +44 (0) 20 7496 3000

 Peter Steel / Sara Hale / Patrick Weaver

 Dowgate Capital (Joint Broker)                               +44 (0) 20 3903 7715

 David Poutney / Amber Higgs / Daniel Ingram

 Alma Strategic Communications                                +44 (0) 20 3405 0205
 Sam Modlin / Rebecca Sanders-Hewett / Kinvara Verdon         sosandar@almastrategic.com (mailto:sosandar@almastrategic.com)

 

About Sosandar plc

 

Sosandar is a women's fashion brand in the UK targeting style conscious women
who have graduated from lower quality, price-led alternatives. The Company
offers this underserved audience fashion-forward, affordable, quality clothing
to make them feel sexy, feminine, and chic. The business sells predominantly
own-label exclusive product designed and tested in-house.

 

Sosandar's product range is diverse, providing its customers with an array of
choice for all occasions across all women's fashion categories. The company
sells through Sosandar.com and its own stores, and has a number of high value
brand partnerships including with NEXT and Marks & Spencer.

 

Sosandar's success has been built on an exceptional product range, seamless
customer experience and impactful, lifestyle marketing, all of which is
underpinned by combining innovation with data analysis. Our growth strategy is
focused on continuing to grow brand awareness and expand our addressable
market and routes to market, reaching customers wherever they wish to shop.
This is achieved both through direct to consumer channels and through chosen
third-party partners.

 

Sosandar was founded in 2016 and listed on AIM in 2017. More information is
available at www.sosandar-ir.com (http://www.sosandar-ir.com)

 

 

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                                                         Alison Hall
 2    Reason for the notification
 a)   Position/status                                              Joint CEO
 b)   Initial notification /Amendment                              Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Sosandar plc

 b)   LEI                                                          2138004313MO7RXAVA37

 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 0.1p each

      Identification code

 b)   Nature of the transaction                                    Cancellation of 5,655,629 Existing Options over Ordinary Shares and grant of

                                                                 5,655,629 New Options over Ordinary Shares

 c)   Price(s) and volume(s)                                       Transaction                                            Price(s)                      Volume(s)
                                                                   Cancellation of Existing Options over Ordinary Shares  Exercise price of 15 pence    1,655,629
                                                                                               Exercise price of Nil pence   4,000,000
                                                                   Grant of New Options over Ordinary Shares              Exercise price of 7.25 pence  5,655,629
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      17 December 2025

 f)   Place of the transaction                                     Outside a trading venue

d)

 

Aggregated information

- Aggregated volume

- Price

 

N/A

e)

 

Date of the transaction

17 December 2025

f)

 

Place of the transaction

Outside a trading venue

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Julie Lavington
 2    Reason for the notification
 a)   Position/status                                              Joint CEO
 b)   Initial notification /Amendment                              Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Sosandar plc

 b)   LEI                                                          2138004313MO7RXAVA37

 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 0.1p each

      Identification code
 b)   Nature of the transaction                                    Cancellation of 5,655,629 Existing Options over Ordinary Shares and grant of

                                                                 5,655,629 New Options over Ordinary Shares

 c)   Price(s) and volume(s)                                       Transaction                                            Price(s)                      Volume(s)
                                                                   Cancellation of Existing Options over Ordinary Shares  Exercise price of 15 pence    1,655,629
                                                                                               Exercise price of Nil pence   4,000,000
                                                                   Grant of New Options over Ordinary Shares              Exercise price of 7.25 pence  5,655,629
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      17 December 2025

 f)   Place of the transaction                                     Outside a trading venue

d)

 

Aggregated information

- Aggregated volume

- Price

 

N/A

e)

 

Date of the transaction

17 December 2025

f)

 

Place of the transaction

Outside a trading venue

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Stephen Dilks
 2    Reason for the notification
 a)   Position/status                                              CFO
 b)   Initial notification /Amendment                              Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Sosandar plc

 b)   LEI                                                          2138004313MO7RXAVA37

 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 0.1p each

      Identification code
 b)   Nature of the transaction                                    Cancellation of 720,000 Existing Options over Ordinary Shares and grant of

                                                                 1,800,000 New Options over Ordinary Shares

 c)   Price(s) and volume(s)                                       Transaction                                            Price(s)                      Volume(s)
                                                                   Cancellation of Existing Options over Ordinary Shares  Exercise price of Nil pence   720,000
                                                                   Grant of New Options over Ordinary Shares              Exercise price of 7.25 pence  1,800,000
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      17 December 2025

 f)   Place of the transaction                                     Outside a trading venue

d)

 

Aggregated information

- Aggregated volume

- Price

 

N/A

e)

 

Date of the transaction

17 December 2025

f)

 

Place of the transaction

Outside a trading venue

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHDDBDDLSBDGUR



            Copyright 2019 Regulatory News Service, all rights reserved