Bilby PLC Joint Share Ownership Plan (7519J)

TIDMBILB

RNS Number : 7519J

Bilby PLC

24 December 2020

24 December 2020

Bilby Plc ("the Company")

Establishment of a Joint Share Ownership Plan

Acquisition by Director of an award of Joint Ownership Interests and Issue of Shares under Joint Share Ownership Plan

Bilby Plc (AIM: BILB), a leading supplier of gas heating, electrical and building services, is pleased to announce the establishment of The Bilby Employees' Joint Share Ownership Plan ("the Plan"). The Plan is designed with a view to encouraging a direct interest in shares by senior employees on terms which provide an incentive to focus on share price growth. This is achieved by the participant's interest being limited to growth in share values in excess of a carry charge as set out below.

The maximum amount of Ordinary Shares which may be issued under the Plan, and including pursuant to any other Bilby employees' share schemes, shall not exceed 15 per cent of the issued share capital of the Company on the day of such issue. The rules of the Plan contain customary malus and clawback provisions.

The first issue of Ordinary Shares was made under the Plan on 21(st) December 2020 of 250,000 new ordinary shares of 10 pence each in the Company ("Ordinary Shares"), representing 0.42 per cent. of the enlarged issued share capital of the Company. The 250,000 Ordinary Shares have been issued at a subscription price of 26 pence per Ordinary Share, being the closing price of an Ordinary Share in the Company on 18 December 2020, pursuant to the Plan.

The 250,000 Ordinary Shares have been issued into the respective joint beneficial ownership of (i) David Bullen and (ii) the trustee of The Bilby Employees' Share Trust ("the Trust") upon and subject to the terms of joint ownership agreements ("JOAs") respectively entered into between the Mr Bullen, the Company and RBC cees Trustees Limited as trustee of the Trust ("the Trustee"). The subscription price has been paid by the Trust out of funds advanced to it by the Company.

The terms of the JOAs provide, inter alia, that if jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that the participating Director receives an amount equal to any growth in the market value of the Jointly Owned Shares above the initial market value (26 pence per Ordinary Share), less a "carrying cost" (equivalent to simple interest at 3 per cent per annum on the initial market value) and the Trust receives the initial market value of the jointly owned shares plus the carrying cost. The Jointly Owned Shares will become vested if the participant remains with the Company for a minimum period of 3 years. In the event of a fall in the share price between the date of issue and vesting (or increases by less than the carrying cost) and the shares are sold, participating employees would be limited to a nominal participation in the sale proceeds at that share price.

Application has been made to the London Stock Exchange for the 250,000 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 30 December 2020.

Following Admission, the beneficial interests held by David Bullen will be:

 
                           Name of                                      No. of                                  No. of 
                           Director                                      whole                               Shares in 
                                                                        Shares                                   which 
                                                                      in which                                     the 
                                                                           the                                Director 
                                                                      Director                                  has an 
                                                                            is                                interest 
                                                                    interested                               under the 
                                                                                                            terms of a 
                                                                                                                   JOA 
 
                          David Bullen                               1,474,487                                 250,000 
 
 

The Company advises that, following Admission, the issued share capital of the Company will be 58,971,845 Ordinary Shares with one voting right each. The Company does not hold any shares in treasury.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries

 
                          Bilby Plc 
                          Sangita Shah, Chairman                                                 [phone] 
                           David Bullen, Chief Executive Officer                                  (via Hudson Sandler) 
 
                          Canaccord Genuity Limited (Nominated                                   [phone] 
                           Adviser 
                           and Sole Broker) 
                          Corporate Broking: 
                           Bobbie Hilliam 
                           Andrew Potts 
                           Georgina McCooke 
 
                           Sales: 
                           Jonathan Barr 
 
                          Hudson Sandler (Financial PR)                                          [phone] 
                          Charlie Jack 
                           Bertie Berger 
 
 
                          1.                            Details of the person discharging managerial responsibilities 
                                                         / person closely associated 
                          a)                            Name                                              David Bullen 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 
                          2.                            Reason for the Notification 
                              ---------------------------------------------------------------------------------------------------------------------------------------------------- 
                          a)                            Position/status                                   Chief Executive Officer 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 
                          b)                            Initial                                           Initial Notification 
                                                        notification/Amendment 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 
 3.                                                     Details of the issuer, emission allowance market 
                                                         participant, auction platform, auctioneer or auction 
                                                         monitor 
                              ---------------------------------------------------------------------------------------------------------------------------------------------------- 
                          b)                            LEI                                               213800JDWVCVYWS87928 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 
 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                                    Ordinary Shares 
                                                         the Financial 
                                                         instrument, type 
                                                         of instrument 
                                                        Identification                                    GB00BV9GHQ09 
                                                         code 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 
                          b)                            Nature of the                                     Issue of Ordinary Shares 
                                                         transaction 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 

                          c)                            Price(s) and                                                                Price(s)                            Volume(s) 
                                                         volume(s)                                                                   26p                                 250,000 
                                                                                                                                               ----------------------------------- 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 
                          d)                            Aggregated                                        250,000 Ordinary Shares issued at 
                                                        information:                                       a price of 26 pence per Ordinary 
                                                        Aggregated volume                                  Share 
                                                        Price 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 
                          e)                            Date of the                                       21 December 2020 
                                                        transaction 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 
                          f)                            Place of the                                      London Stock Exchange (XLON) 
                                                         transaction 
                              ------------------------------------------------  -------------------------------------------------------------------------------------------------- 
 

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December 24, 2020 02:00 ET (07:00 GMT)