Bonhill Group PLC Cancellation and Grant of Options (2523D)

TIDMBONH

RNS Number : 2523D

Bonhill Group PLC

27 October 2020

27 October 2020

Bonhill Group plc

("Bonhill", the "Company" or the "Group")

Cancellation and Grant of Options

Bonhill Group plc (AIM: BONH), a leading B2B media business specialising in three key areas: Business Information, Events and Data & Analytics, announces that on 26 October 2020, it cancelled options over a total of 795,234 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") in respect of the below director, PDMR and certain members of its senior management team.

 
 Name                 Position Held         No. of options      Total options 
                                             over Ordinary       held post-cancellation 
                                             Shares cancelled 
                      Chief Executive 
 Simon Stilwell        Officer                   297,617                766,881 
                     --------------------  ------------------  ------------------------ 
                      Editorial Director 
 Lawrence Gosling      (PDMR)                    297,617                164,881 
                     --------------------  ------------------  ------------------------ 
 Senior management                               200,000                   - 
                     --------------------  ------------------  ------------------------ 
                                                 795,234                931,762 
                                                               ------------------------ 
 

Following the cancellation of options over Ordinary Shares referred to above, on 26 October 2020 (the "Grant Date"), the Company also granted options ("New Options") over a total of 13,520,000 new Ordinary Shares to the following directors, PDMRs and its senior management team:

 
 Name                 Position Held         No. of options    Total options 
                                             over Ordinary     held post-grant 
                                             Shares granted 
                      Chief Executive 
 Simon Stilwell        Officer                 3,604,000         4,370,881 
                     --------------------  ----------------  ----------------- 
                      Chief Financial 
 Sarah Thompson        Officer                 2,000,000         2,000,000 
                     --------------------  ----------------  ----------------- 
                      Editorial Director 
 Lawrence Gosling      (PDMR)                  1,500,000         1,664,881 
                     --------------------  ----------------  ----------------- 
 Senior management                             6,416,000         6,416,000 
                                           ----------------  ----------------- 
                                              13,520,000         14,451,762 
                                                             ----------------- 
 

The New Options are being granted pursuant to the Company's Enterprise Management Incentive Share Option Scheme (EMI Scheme) and have an option price of 1p per Ordinary Share. The market value per Share on the Grant Date is 6.25p, being the closing mid-price per Ordinary Share on the last dealing day prior to the Grant Date ("Closing Price"). 50 per cent. of the New Options vest after year three and the remaining 50 per cent. vest after year four, in each case if certain performance conditions have been met.

The performance targets are expressed as a share price range in each year, with share prices adjusted in line with the Return Index for any dividend payments or capital adjustments which may occur over the period. A three-month averaging period will be used to each measurement date to ensure that performance will not be unduly impacted by very short-term volatility.

 
 Third anniversary (applying to 50% of 
  options under award) 
                     Threshold     Maximum 
                   ------------  ---------- 
   Share price          15p          27p 
                   ------------  ---------- 
     Vesting            0%          100% 
                   ------------  ---------- 
 
 Fourth anniversary (applying to 50% 
  of options under award) 
                     Threshold     Maximum 
                   ------------  ---------- 
   Share price          20p          35p 
                   ------------  ---------- 
     Vesting            0%          100% 
                   ------------  ---------- 
 

No options will vest for performance below the threshold levels; vesting between threshold and maximum is on a straight-line basis. For the avoidance of doubt, the two portions of the awards (50% measured and vesting after three years, and 50% after four years) are measured independently: there is no retesting. Any shares which lapse due to performance after three years will not then be eligible to vest based on subsequent performance.

The Scheme target price thresholds require significant growth from the existing share price before the plan pays out:

-- No value is delivered to participants for a share price below 15p after three years (140 per cent. growth from the Closing Price) or below 20p over four years (220 per cent. growth).

-- In order for awards to vest in full, growth of 332 per cent. over three years (27p) and 460 per cent. over four years (35p) must be achieved.

In addition, new Ordinary Shares issued to the option holders pursuant to the exercise of New Options will have a minimum holding period of one year from their respective vesting date.

The award of the share options set out above to Simon Stilwell and Sarah Thompson (together the "Executive Directors") is deemed to be a related party transaction pursuant to the AIM Rules for Companies. The independent Directors of the Company, being Neil Sachdev, Non-Executive Chairman, Anne Donoghue, Non-Executive Director, and Jon Kempster, Non-Executive Director, consider having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the award of the share options to the Executive Directors is fair and reasonable so far as the shareholders of the Company are concerned.

Following the above cancellation of options and subsequent and grant of New Options, the Company has a total of 14,451,762 options in issue over Ordinary Shares, representing approximately 14.7 per cent. of the Company's issued share capital.

For further enquiries please contact:

 
  Bonhill Group plc                             [phone] 
  Simon Stilwell, Chief Executive 
   Sarah Thompson, Chief Financial Officer 
  Shore Capital (Nominated Adviser and Joint 
   Broker)                                      [phone] 
  Tom Griffiths 
   David Coaten 
  Canaccord Genuity Limited (Joint Broker) 
   Bobbie Hilliam 
   Adam James 
   Georgina McCooke                             [phone] 
  Houston (PR Adviser) 
   Alexander Clelland                           [phone] 
 

About Bonhill Group plc

Bonhill Group plc is a leading, AIM-quoted, B2B media company providing Business Information, Events and Data & Insight propositions to Financial Services, Diversity and Technology business communities in 25 countries. Bonhill operates fifteen information websites, publishes three regular print titles, hosts 120 events per annum, offers a portfolio of data & analytics propositions and provides a range of content marketing solutions.

The business creates content, sales and marketing opportunities, networking events and transactional opportunities for its audiences of entrepreneurs, business owners and managers, CTOs & technology leaders, asset & wealth managers, and professional women, in addition to its sponsors, advertising clients and customers. Flagship brands include: InvestmentNews, Portfolio Adviser, Fund Selector Asia, What Investment, SmallBusiness.co.uk, GrowthBusiness.co.uk, Information Age, Women in... events series, and DiversityQ.

   For more information visit   www.bonhillplc.com 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

DSHMFBRTMTMTBPM

(END) Dow Jones Newswires

October 27, 2020 03:00 ET (07:00 GMT)