Establishment of New Long-Term Incentive Plan
14/05/2025 07:00
RNS Number : 5311I
System1 Group PLC
14 May 2025
14 May 2025
System1 Group PLC (AIM: SYS1)
("System1" or "the Company")
Establishment of New Long-Term Incentive Plan and Grant of Options to PDMRs
System1 is pleased to announce the establishment of its 2025 Long-Term Incentive Plan (2025 LTIP"), following consultation with certain shareholders and approval by the Board. The 2025 LTIP is designed to align leadership incentives with shareholder value by driving long-term performance and sustainable growth.
Under the 2025 LTIP, the Company has granted nil-cost options ("Options") over ordinary shares of 1p each in the Company ("Ordinary Shares") to members of its executive team, including two Executive Directors of the Company who are persons discharging managerial responsibilities ("PDMRs"). For the PDMRs and certain members of the executive team the awards detailed below replace the options granted to them under 2021 LTIP which have now been cancelled.
Key Terms of the 2025 LTIP:
· The Options vest over three vesting dates starting at the end of July 2027, subject to the achievement of threshold performance levels related to Revenue and Adjusted Profit Before Tax1 for the year ending 31 March 2027 of £46m and £5.9m respectively ("Threshold"),
· Full vesting of Options on the achievement of performance targets as follows:
o Revenue of £60m, £71.0m and £85.0m for the year ending 31 March 2027, 31 March 2028 and 31 March 2029 respectively; and
o Adjusted Profit Before Tax1 of £10.5m, £15.3m and £20.0m for the year ending 31 March 2027, 31 March 2028 and 31 March 2029 respectively.
o together ("Target").
· 12.5% of the Options vest on achievement of Threshold, with proportional vesting from the Threshold through to 100% on achievement of Target performance. Revenue weighting is 60%, Adjusted Profit Before Tax1 weighting is 40%.
· First vesting 31 July 2027, second vesting 31 July 2028 and final vesting 31 July 2029.
· Maximum 50% vesting by 31 July 2027, 75% by 31 July 2028 and 100% by 31 July 2029.
· Share price underpin of £6.35 - equivalent to ca £80m market capitalisation - applies to the three vesting dates, being 31 July 2027, 31 July 2028 and 31 July 2029.
· A maximum of 10% of the total share capital is capable of being awarded under the 2025 LTIP. 3.5% is initially awarded to Executive Directors and 4.5% to the wider executive team, with the balance currently reserved for new participants, if required.
· Vested shares, adjusted for the sale of ordinary shares to satisfy tax liabilities arising on exercise of Options, will be subject to a mandatory one-year holding period following each vesting date.
1. Adjusted Profit is Profit before Taxation excluding share-based payments
Grant of Options to PDMRs:
On 13 May 2025, the following Options over Ordinary Shares were granted to the following PDMRs:
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| 1. | Details of PDMR / person closely associated with them ("PCA") | |||||
| a) | Name | James Gregory | ||||
| 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 | System1 Group PLC | ||||
| b) | LEI | 213800TDLR42C3Q9ZB74 | ||||
| 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 | Option over ordinary shares | ||||
| b) | Nature of the transaction | Grant of LTIP Award | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
| e) | Date of the transaction | 13 May 2025 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1. | Details of PDMR / person closely associated with them ("PCA") | |||||
| a) | Name | Chris Willford | ||||
| 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 | System1 Group PLC | ||||
| b) | LEI | 213800TDLR42C3Q9ZB74 | ||||
| 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 | Options over ordinary shares | ||||
| b) | Nature of the transaction | Grant of LTIP Awards | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
| e) | Date of the transaction | 13 May 2025 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| System1 Group PLC | +44 (0)20 7043 1000 |