REG - System1 Group PLC - Establishment of New Long-Term Incentive Plan

System1Announcement

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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 Tax(1) 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 Tax(1) 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 Tax(1)
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)                   Price(s)  Volume(s)
                                              nil       297,602 shares

 

 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

 

 

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)                   Price(s)  Volume(s)
                                              nil       165,335 shares

 

 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

 

 

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

The Company can be found at www.system1group.com (http://www.system1group.com)
.

For further information please contact:

 

 System1 Group PLC  +44 (0)20 7043 1000

James Gregory, Chief Executive Officer

Chris Willford, Chief Financial Officer

 

Canaccord Genuity
Limited                             +44 (0)20 7523
8000

 

Simon Bridges / Andrew Potts / Harry Rees

 

 

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