Norman Broadbent PLC Surrender and Granting of Options (0525P)

TIDMNBB

RNS Number : 0525P

Norman Broadbent PLC

09 October 2023

Norman Broadbent plc

("Norman Broadbent" or the "Company")

Surrender of existing options

and

Grant of new options

Surrender of existing options

Norman Broadbent (AIM: NBB), a leading London quoted Executive Search and Interim Management firm offering a diversified portfolio of integrated Leadership Acquisition & Advisory Services, announces that, on 6 October 2023, Peter Searle, Non-Executive Chair, surrendered for no consideration 1.0 million options over the Company's ordinary shares of 1p each ("Ordinary Shares") which were granted pursuant to the Company's Long Term Incentive Scheme ("LTIP") on 18 March 2022, Kevin Davidson, Chief Executive Officer, surrendered for no consideration 2,548,148 options over Ordinary Shares which were granted pursuant to the LTIP between 18 March 2022 and 28 July 2023, Mehr Malik, Chief Financial Officer, surrendered for no consideration 1.7 million options over Ordinary Shares which were granted pursuant to the LTIP on 28 July 2023, and Sean Bergin, who is a Person Discharging Managerial Responsibilities ("PDMR") surrendered for no consideration 1.7 million options over Ordinary Shares which were granted pursuant to the LTIP between 18 March 2022 and 28 July 2023.

The above surrenders of existing options have been made to amend the terms of the LTIP, to standardise the terms for all participants and to align the terms of the LTIP with the Board's expectations.

Grant of new options

Subsequently, each of Peter Searle, Kevin Davidson, Mehr Malik and Sean Bergin has, in accordance with the LTIP established by resolution of the Board of Directors on 6 October 2023, been granted on 6 October 2023 (the "Date of Grant ") options over Ordinary Shares exercisable at nil pence per Ordinary Share ("Options"). The following table sets out details of the Options that have been granted to both the Company's Executive Directors and one PDMR:

 
                                                                                Percentage   Percentage 
                                          Number        Number          Total       of the       of the 
   Name of                              of Share     of EBITDA         Number    Company's    Company's 
   Individual        Director/PDMR         Price       Vesting     of Options     Existing        Fully 
                                         Vesting       Options        granted       Issued      Diluted 
                                         Options       granted                      Shares        Share 
                                         granted                                     Under      Capital 
                                                                                    Option        held* 
                                                                                      held 
 Kevin Davidson    CEO                 1,274,074     1,274,074      2,548,148         4.1%         3.4% 
 Mehr Malik        CFO                   850,000       850,000      1,700,000         2.8%         2.3% 
                   COO and 
 Sean Bergin        PDMR                 850,000       850,000      1,700,000         2.8%         2.3% 
                   Non-Executive 
 Peter Searle       Chair                500,000       500,000      1,000,000         1.6%         1.4% 
----------------  -----------------  -----------  ------------  -------------  -----------  ----------- 
 Total                                 3,474,074     3,474,074      6,948,148        11.3%         9.4% 
 

*assuming that no further Ordinary Shares are issued between the date of this announcement and exercise of the Options.

25 per cent. of the Options vest immediately on the Date of Grant and the remaining options are granted over a period of three years and vest subject to two sets of performance criteria:

-- 50 per cent. of the vested Options are exercisable on a scaled basis following the price of an Ordinary Share achieving an average of between 10p and 19p over any three-month period prior to 30 June 2026 ("Share Price Vesting Options"); and

-- The remaining 50 per cent. of the vested Options are exercisable on a scaled basis following the achievement by the Company of audited EBITDA in the range of greater than GBP0.5 million to GBP1.25 million in any financial year from the Date of Grant to 31 December 2025 ("EBITDA Vesting Options").

Following the grant of the Options, there are 12,148,148 options over Ordinary Shares outstanding representing 19.7 per cent. of the Company's issued share capital. At the date of this announcement, the Company has 61,817,543 Ordinary Shares in issue.

The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation is appended further below.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

 
  1   Details of the person discharging managerial responsibilities 
       / person closely associated 
 a)   Name                         Peter Searle      Chair 
                                     Kevin Davidson    CEO 
                                    Mehr Malik        CFO 
                                    Sean Bergin       COO 
     -------------------------  --------------------------------------------- 
 2    Reason for the notification 
     ------------------------------------------------------------------------ 
 a)   Position/status            See 1a) above 
     -------------------------  --------------------------------------------- 
 b)   Initial notification       Initial notification 
       /Amendment 
     -------------------------  --------------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ------------------------------------------------------------------------ 
 a)   Name                       Norman Broadbent Plc 
     -------------------------  --------------------------------------------- 
 b)   LEI                        213800E5YN5TA934XA23 
     -------------------------  --------------------------------------------- 
 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             Options over ordinary shares of GBP0.01 
       the financial              each in Norman Broadbent Plc 
       instrument, type           Identification code (ISIN) for Norman 
       of instrument              Broadbent Plc ordinary shares: GB00B3VF4Y66 
       Identification 
       code 
     -------------------------  --------------------------------------------- 
 b)   Nature of the              Grant of options 
       transaction 
     -------------------------  --------------------------------------------- 
 c)   Price(s) and volume(s)     Name               Price(s)     Volume(s) 
                                  Peter Searle          nil       1,000,000 
                                   Kevin Davidson       nil       2,548,148 
                                  Mehr Malik            nil       1,700,000 
                                  Sean Bergin           nil       1,700,000 
     -------------------------  --------------------------------------------- 
 d)   Aggregated information     N/A 
       - Aggregated volume 
       - Price 
     -------------------------  --------------------------------------------- 
 e)   Date of the transactions   Options put in place as of 06 October 
                                  2023 
     -------------------------  --------------------------------------------- 
 f)   Place of the transaction   Outside a trading venue 
     -------------------------  --------------------------------------------- 
 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For further information, please contact:

   Norman Broadbent plc                           [phone] 

Kevin Davidson, CEO

Mehr Malik, CFO

   Shore Capital  (Nominated Adviser and Broker)                    020 7408 4090 

Tom Griffiths / Tom Knibbs (Corporate Advisory)

Henry Willcocks (Corporate Broking)

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October 09, 2023 02:00 ET (06:00 GMT)