Gfinity PLC Director/PDMR Shareholding (4812L)

TIDMGFIN

RNS Number : 4812L

Gfinity PLC

06 September 2023

For immediate release

6 September 2023

Gfinity plc

("Gfinity" or the "Company")

Director / PDMR shareholding

As previously set out in the circular to shareholders published on 9 August 2023 , the Remuneration Committee of the Company had concluded that following the completion of the fundraising and the share capital reorganisation, it intended to review the incentive arrangements to align them with existing Shareholders and incoming investors and that any such awards of options to directors and employees would be expected to be made at the issue price under the fundraising (i.e. 0.06p per New Ordinary Share).

The fundraising and the share capital reorganisation has now completed and the Remuneration Committee has concluded its review. Accordingly, the Company has today awarded 135,961,197 new options (representing 4.0 per cent. of the current issued share capital) to certain Directors, and a further 33,990,300 new options (representing 1.0 per cent. of the current issued share capital) have been awarded to employees of the Company, all at an exercise price of 0.06p per New Ordinary Share.

Further details of the new options awards to directors are set out below and in the Appendix:

 
                   Number of 
Director         new options 
--------------  ------------ 
Neville Upton     91,773,808 
Hugo Drayton      44,187,389 
 

The options are exercisable for a period of 7 years from the date of grant, are subject to normal good/bad leaver provisions and, in respect of the director options, will vest as to 50% on award and 50% on the first anniversary of the award. The employee options vest as to one-third on award, and a further one-third on each of the first and second anniversaries of award.

While the new options being awarded to the Directors represent less than 5.0% of the issued share capital, the award of the options to Neville Upton and Hugo Drayton is nevertheless being treated as a related party transaction pursuant to AIM Rule 13. The independent director, David Halley ("Independent Director") considers, having consulted with the Company's Nominated Adviser, that the terms of the option award to Neville Upton and Hugo Drayton are fair and reasonable insofar as the Company's shareholders are concerned. In forming his view, the Independent Director has taken into account that neither Neville Upton nor Hugo Drayton currently receive or accrue for any direct monetary remuneration for acting as Directors. Furthermore, as set out in the Governance Report published in the Report and Accounts for the year ended 30 June 2022, the Board believes offering non-executive directors shares in the Company a price that aligns them with the interests of the wider shareholder base is in the interests of the Company and the Board believes that it is an essential part of attracting high calibre individuals to the Board.

The Company has also issued 75,990,299 warrants to advisers and consultants to the Company, all with an exercise price of 0.06p per New Ordinary Share (being the same price as the issue price under the fundraising), exercisable for a period of 7 years from the date of issue.

A copy of this announcement is available on the Company's website at www.gfinityplc.com

Enquiries:

 
 Gfinity Plc                David Halley,      [e-mail] 
                             Chief Executive 
 Beaumont Cornish Limited   Roland Cornish     [phone] 
  Nominated Adviser          Michael Cornish    www.beaumontcornish.co.uk 
  and Broker 
 

Appendix

The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.

 
      Details of the person discharging managerial responsibilities 
  1    / person closely associated 
 a)   Name                             1. Neville Upton 
                                        2. Hugo Drayton 
     --------------------------  ----------------------------------------------- 
      Reason for the notification 
  2 
     --------------------------------------------------------------------------- 
 a)   Position/status                  1. Chairman 
                                        2. Non-executive Director 
     --------------------------  ----------------------------------------------- 
 b)   Initial notification        Initial Notification 
       /Amendment 
     --------------------------  ----------------------------------------------- 
      Details of the issuer, emission allowance market participant, 
  3    auction platform, auctioneer or auction monitor 
     --------------------------------------------------------------------------- 
 a)   Name                        Gfinity plc 
     --------------------------  ----------------------------------------------- 
 b)   LEI                         213800GNV14EDQNRWI17 
     --------------------------  ----------------------------------------------- 
      Details of the transaction(s): section to be repeated 
  4    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          Options over Ordinary shares of GBP0.0001 
       financial instrument,       par value in Gfinity plc ("Ordinary 
       type of instrument          Shares) 
 
      Identification code         ISIN: GB00BT9QD572 
 
 b)   Nature of the transaction   Issue of Options over Ordinary Shares 
     --------------------------  ----------------------------------------------- 
 c)   Price(s) and volume(s)         Director         Price(s)     Volume 
                                      Neville Upton    GBP0.0006    91,773,808 
                                                      -----------  ----------- 
                                      Hugo Drayton     GBP0.0006    44,187,389 
                                                      -----------  ----------- 
                                   ------------------------------------------- 
 
 d)   Aggregated information 
 
      - Aggregated volume         135,961,197 options over Ordinary 
                                   Shares 
 
      - Price                     GBP0.0006 
 
 e)   Date of the transaction     5 September 2023 
     --------------------------  ----------------------------------------------- 
 f)   Place of the transaction    Outside a trading venue 
     --------------------------  ----------------------------------------------- 
 

ENDS

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September 06, 2023 02:00 ET (06:00 GMT)