REG - Tiger Royalties&Invs - Grant of Options and PDMR disclosures

Tiger Royalties and InvestmentsAnnouncement

31/01/2025 09:30

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RNS Number : 4628V  Tiger Royalties and Investments PLC  31 January 2025

 

31 January 2025

Tiger Royalties and Investments Plc

 
("Tiger" or the
"Company")

Grant of Options and PDMR Disclosures

 

Tiger (AIM: TIR) announces that, in aggregate, 880,252,544 options over
ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary
Shares") have been granted pursuant to the Share Option Agreements approved at
the Company's General Meeting  held on 6 January 2025 ("2025 GM") and as
detailed in the circular accompanying the notice of the 2025 GM ("GM
Circular") (the "Options").  Of the 880,252,544, Options, 711,189,408 have
been awarded to directors of the Company, and 169,063,136 to other eligible
participants.

 

In the GM Circular issued on 20 December 2024 it was set out that after
completion of the acquisition of Bixby Technology Inc it was intended that the
Company would, subject to the approval of the remuneration committee, award
options under the Share Option Agreements approved at the 2025 GM equivalent
to 20 per cent. of the enlarged share capital of the Company after the issue
of all new Ordinary Shares referenced in the GM Circular with an exercise
price equal to the Fundraising Price of 0.1p per Ordinary Share.

 

 

Summary of the Options awarded:

 

 Total number of options:  A total of 880,252,544 Options have been awarded.

 Exercise Price            0.1 pence per Ordinary Share being the fundraising price for the £3,000,000
                           fundraising completed on 9 January 2025 ("Fundraising Price").

 Purpose of options:       To incentivise Directors and Other Eligible Participants to enhance the future

                         share price of the Company.

 Exercise period:          The options expire on 6 January 2035 being the date one day prior to the tenth
                           anniversary of the passing of the resolution at the Company's 2025 GM held on
                           6 January 2025 to approve the Share Option Agreements.

 Vesting criteria:         As the interest of shareholders is primarily increases in the Company's share
                           price the Options will vest based on share price hurdles by reference to
                           multiples of the Fundraising Price as detailed below:

                           Up to 66% of Options vest in the first year:

                           1/3 on share price going up to 2x the Fundraising Price

                           1/3 on share price going up to 4x the Fundraising Price

                           1/3 on share price going up to 6x the Fundraising Price

                           The remaining unvested Options will vest no earlier than the date falling 12
                           months from the option grant on the same milestones as the first 66% (if a
                           milestone is achieved in the first 12 months, it will vest at the commencement
                           of the second year)

                           In each case, such prices being sustained for at least 10 (ten) consecutive
                           Business Days after the date of grant.

 Options awarded           OPTIONEE                     No of Options
                           Toro Consulting Limited ***  541,189,408
                           Colin Bird                   85,000,000
                           Raju Samtani                 60,000,000
                           Alex Borrelli                25,000,000
                           Total to Directors           711,189,408
                           Other Eligible Participants  169,063,136
                           Total Options Issued         880,252,544

                           *** Toro Consulting Limited is a company controlled by Jonathan Bixby

 

Following the vesting of the above options the Company will have 880,252,544
options in issue.

 

The grant of Options to Messrs. Bird, Samtani, and Borrelli which amount in
aggregate to 3.9 per cent. of the Company's issued share capital are
considered to be within normal remuneration parameters and are not considered
to be a related party transaction pursuant to Rule 13 of the AIM Rules for
Companies.

 

The grant of Options to Toro Consulting Limited which amount to 12.3 per cent.
of the Company's issued share capital is a related party transaction pursuant
to Rule 13 of the AIM Rules for Companies. The Directors, other than Mr Bixby,
having consulted with the Company's Nominated Adviser, Beaumont Cornish
Limited, consider that the issue of Options to Toro Consulting Limited, is
fair and reasonable insofar as the Company's shareholders are concerned.

For further information please contact:

 Tiger Royalties and Investments Plc  Raju Samtani / Jonathan Bixby                                                                  +44 (0) 20 7581 4477

 Beaumont Cornish (Nomad)             Roland Cornish & Felicity Geidt                                                                +44 (0) 20 7628 3369

 Fortified Securities                 Guy Wheatley                                                                                   +44 (0) 7493 989014

 (Broker)                             Email: guy.wheatley@fortifiedsecurities.com
                                      (mailto:guy.wheatley@fortifiedsecurities.com)
 Novum Securities                     Jon Belliss                                                                                    +44 (0) 20 7399 9425

 (Broker)
 Yellow Jersey PR                     Annabelle Willis                                                                               +44 (0) 20 3004 9512

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

 

PDMR Notification Forms:

The notifications below are made in accordance with the requirements of MAR.

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Colin Bird
 2.  Reason for the Notification
 a)  Position/status                                              Executive Chairman
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tiger Royalties and Investments PLC
 b)  LEI                                                          213800F2MNUEMO8VWP26
 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 0.1 pence each
     Identification code                                          ISIN: GB0002308525

                                                                  TIDM: TIR
 b)  Nature of the Transaction                                    Award of options
 c)  Price(s) and volume(s)                                       No. of Options  85,000,000
                                                                  Exercise Price  0.1 pence
 d)  Aggregated information                                       n/a

     Aggregated volume
 e)  Date of the transaction                                      30 January 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

n/a

e)

Date of the transaction

30 January 2025

f)

Place of the transaction

Outside a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Raju Samtani
 2.  Reason for the Notification
 a)  Position/status                                              Finance Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tiger Royalties and Investments PLC
 b)  LEI                                                          213800F2MNUEMO8VWP26
 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 0.1 pence each
     Identification code                                          ISIN: GB0002308525

                                                                  TIDM: TIR
 b)  Nature of the Transaction                                    Award of options
 c)  Price(s) and volume(s)                                       No. of Options  60,000,000
                                                                  Exercise Price  0.1 pence
 d)  Aggregated information                                       n/a

     Aggregated volume
 e)  Date of the transaction                                      30 January 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

n/a

e)

Date of the transaction

30 January 2025

f)

Place of the transaction

Outside a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Alexander Michael Borrelli
 2.  Reason for the Notification
 a)  Position/status                                              Non-executive Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tiger Royalties and Investments PLC
 b)  LEI                                                          213800F2MNUEMO8VWP26
 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 0.1 pence each
     Identification code                                          ISIN: GB0002308525

                                                                  TIDM: TIR
 b)  Nature of the Transaction                                    Award of options

 c)  Price(s) and volume(s)                                       No. of Options  25,000,000
                                                                  Exercise Price  0.1 pence
 d)  Aggregated information                                       n/a

     Aggregated volume
 e)  Date of the transaction                                      30 January 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

n/a

e)

Date of the transaction

30 January 2025

f)

Place of the transaction

Outside a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Jonathan Franklin Bixby / Toro Consulting Ltd
 2.  Reason for the Notification
 a)  Position/status                                              Executive Director Head of Technology Projects / Consulting company controlled
                                                                  by Jonathan Franklin Bixby
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tiger Royalties and Investments PLC
 b)  LEI                                                          213800F2MNUEMO8VWP26
 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 0.1 pence each
     Identification code                                          ISIN: GB0002308525

                                                                  TIDM: TIR
 b)  Nature of the Transaction                                    Award of share options to Toro Consulting Ltd
 c)  Price(s) and volume(s)                                       No. of Options  541,189,408
                                                                  Price           0.1 pence
 d)  Aggregated information                                       n/a

     Aggregated volume
 e)  Date of the transaction                                      30 January 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

n/a

e)

Date of the transaction

30 January 2025

f)

Place of the transaction

Outside a trading venue

 

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