RNS Number : 6073Y
Toople PLC
14 May 2021
For release: 07.00 a.m., 14 May 2021
Toople PLC
("Toople" or the "Company" or the "Group")
Introduction of new Long Term Incentive Plan
Toople PLC (LSE: TOOP), a provider of bespoke telecom services to UK SMEs, announces that it has introduced a new Long Term Incentive Plan ("LTIP") designed to incentivise the Group's Executive Directors and Non-executive Directors (the "Participants"). Key staff members may also be invited to participate in the LTIP from time to time.
The LTIP has been established to encourage long-term value creation for the Group's shareholders and to align the interests of the Participants with shareholders.
Awards under the LTIP take the form of:
· An approved EMI share option scheme for the Group's Executive Directors; and
· An unapproved share option scheme for the Group's Non-executive Directors.
For both schemes, the grant price will be the average of the market closing price two days preceding the date of grant, or the nominal value of the share - whichever is higher. The vesting period will be three years, with an exercise period of ten years, starting from the date of grant.
On 13th May options over 464,000,000 Ordinary shares of 0.0667p each in Toople Plc (the 'Options') were granted to certain of its directors, PDMRs, and other members of staff. All of these options have an exercise price of 0.07p per share, being the market value at the time the options were granted.
Options over 253,000,000 ordinary shares were granted under the Group's EMI share option scheme to two Directors and one PDMR, as set out below.
Status
HMRC Approved EMI option scheme grant at 0.07p
No options held post grant
Current shareholding in Company
Andy Hollingworth
Group CEO
169,000,000
169,000,000
28,250,000
Paul White
CFO
42,000,000
42,000,000
-
John Carter
PDMR
42,000,000
42,000,000
-
Total
253,000,000
253,000,000
28,250,000
In addition, options of 126,000,000 ordinary shares were granted to two Non-Executive Directors under an unapproved share option scheme, as set out below.
Unapproved option scheme grant at 0.07p
No. of options held post grant
Current shareholding in Company
Current warrant holding in the Company
Richard Horsman
84,000,000
84,000,000
54,166,680
20,833,340
Kevin Lawrence
42,000.000
42,000,000
59,961,666
27,997,500
Total
126,000,000
126,000,000
114,128,346
48,830,840
The warrants held by Messrs Horsman and Lawrence have an exercise price of 0.1p.
Following these option grants, the Company has 464,000,000 shares under option, representing 10.97% of the current issued share capital of the Company.
This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).
The Directors of the Company take responsibility for this announcement.
Notification and public disclosure of transaction by person discharging managerial responsibilities:
1
Details of the person discharging managerial responsibilities/person closely associated
a.
Name
1) Andy Hollingworth 2) Paul White 3) Richard Horsman 4) Kevin Lawrence 5) John Carter
2
Reason for notification
a.
Position/Status
1) Group CEO 2) CFO 3) NED 4) NED 5) PDMR
b.
Initial notification/ Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.
Name
Toople Plc
b.
LEI
213800P3DSCKSEHPU161
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
Identification Code
Options over Ordinary shares of 0.0667p each ISIN: GB00BZ8TP087
b.
Nature of the transaction
Grant of options
c.
Price(s) and volume(s)
Price
Volume
1) 0.07p
169,000,000
2) 0.07p
42,000,000
3) 0.07p
84,000,000
4) 0.07p
42,000,000
5) 0.07p
42,000,000
d.
Aggregated information - Aggregated Volume - Price
379,000,000 0.07p
e.
Date of the transaction
14 May 2021
f.
Place of the transaction
Outside of a trading venue
For further information:
Toople PLC Andy Hollingworth, Chief Executive Officer Paul White, Chief Financial Officer
Tel: 0800 0499 499
Novum Securities Limited David Coffman
Tel: 020 7399 9400
Belvedere Communications John West / Llew Angus
Tel: 020 3687 2754
About Toople PLC
Toople PLC is incorporated in the UK and listed on the main market of the London Stock Exchange.
The business currently trades under four main brands: www.toople.com; www.dmsluk.co.uk; broadbandandphones.co.uk; www.checkthatcompany.co.uk.
Toople.com provides bespoke telecoms services for its fast growing target market of UK SMEs with between one and 500 employees. Services offered by the Group include business broadband, fibre, EFM and Ethernet data services, business mobile phones, cloud PBX and SIP Trunking and Traditional Services (calls and lines) all of which are delivered and managed via the Group's proprietary software platform. 213800P3DSCKSEHPU161
In February 2020, Toople completed the acquisition of DMS Holding (DMSL). DMSL commenced trading in 2002 and provides unified communication services in the UK, ranging from a single phone line to a multi-site unified comms VoIP platform, delivered via a network of telecoms and IT carriers and content providers across the UK including BT Business, BT Global Services, Gamma, EE, Vonage, TalkTalk Business and O2.
DMSL acts as a BT Premier re-seller for broadband connectivity, mobile and fixed voice and cloud services and is responsible for over 250,000 BT customers and over 400,000 Revenue Generating Units.
The acquisition of DMSL was transformational for Toople, as it also expanded the Group's reach into the UK residential market, which is experiencing a period of rapid change, as operational automation further develops and more people choose to (or are forced to) work from home.
The Company also owns a telecoms price comparison website and a service offering company credit reference checking and reports. These complement the Group's IT and telecoms services.
All the Group brands seek to differentiate themselves by offering IT, telecoms and broadband solutions, with robust and reliable packages, that enhance a customers' business and are based on trust and transparency, with no hidden fees within pricing policies. This provides customers with a clear understanding of cost and fixed prices for the duration of their contracts.
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