Toople PLC Introduction of new Long Term Incentive Plan (6073Y)

TIDMTOOP

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 13(th) 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    No options   Current shareholding 
                                      EMI option     held post             in Company 
                                    scheme grant         grant 
                                        at 0.07p 
 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   No. of options   Current shareholding   Current warrant 
                     option scheme        held post             in Company        holding in 
                          grant at            grant                              the Company 
                             0.07p 
 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/                                Initial notification 
        Amendment 
      --------------------------------------------------   ------------------------------ 
 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                         Options over Ordinary 
        instrument, type of instrument                       shares of 0.0667p 
                                                             each 
        Identification Code 
                                                             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 
                                                                            ------------ 
      --------------------------------------------------   ------------------------------ 
       Aggregated information 
        - Aggregated Volume                                   379,000,000 
 
 d.     - Price                                               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                            Tel: [phone] 
  Andy Hollingworth, Chief Executive 
  Officer 
  Paul White, Chief Financial 
  Officer 
 Novum Securities Limited              Tel: [phone] 
  David Coffman 
 Belvedere Communications              Tel: [phone] 
  John West / Llew Angus 
 

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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May 14, 2021 02:00 ET (06:00 GMT)