18 August 2023
Everyman Media Group PLC
("Everyman" the "Company" or the "Group")
Grant of Options and Changes to Option Terms
Grant of Options
The Company notifies that, on 18 August 2023, it granted a total of 266,667 options over ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") to the following persons discharging managerial responsibilities:
| Name | Position | Number of New Options Granted
| Total Options Held |
| Adam Kaye | Executive Director | 266,667 | 1,066,667 |
The new options granted to Mr. Kaye have an exercise price of 60.0p and can be exercised on or after 18 August 2024, subject to certain performance conditions being met.
Changes to Option Terms
On 8th April 2021, the Company announced that Alex Scrimgeour, Chief Executive Officer of Everyman, had been issued 2,000,000 A ordinary shares ("Growth Shares") in a subsidiary company, Everyman Media Holdings Ltd. The Growth Shares could be exchanged for new Ordinary Shares in the future, subject to meeting certain vesting conditions and share price performance criteria.
Subsequent to this, on 23rd January 2023, the Remuneration Committee of the Company resolved that the share price performance condition attached to the Growth Shares was no longer appropriate. The Company announced that, subject to vesting conditions and financial performance targets being met, the Growth Shares would entitle Mr. Scrimgeour to receive an amount equivalent to the market value of an Ordinary Share in the Company less 86.0p, being the closing share price of the Company on 20th January 2023.
The Remuneration Committee of the Company has resolved that, due to current equity market conditions, the terms of the Growth Shares should be amended so that Mr. Scrimgeour will now receive an amount equivalent to the market value of an Ordinary Share less 60.0p, being the closing share price of the Company on 17 August 2023. All other terms and conditions relation the Growth Shares remain unchanged.
---
Will Worsdell, Finance Director of the Company, currently holds 297,948 options over Ordinary Shares. Of these options, 100,000 were issued on 5th May 2022 at an exercise price of 130p, and a further 100,000 were issued on 27th June 2022 at an exercise price of 111p. The vesting period for each grant was 3 years.
The Remuneration Committee of the Company has resolved that, due to current equity market conditions, both aforementioned grants will now have an exercise price of 60.0p, being the closing share price of the Company on 17 August 2023. In addition, both grants can only vest after 5th May 2026.
The terms and conditions pertaining to Mr. Worsdell' s remaining 97,948 options remain unchanged.
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Philip Jacobson, Non-Executive Chairman of the Company, currently holds 100,000 options over Ordinary Shares. These were granted on 29th October 2013 at an exercise price of 83.0p, being the IPO price of the Company. Under the current option plan rules, options over Ordinary Shares expire after 10 years. The Remuneration Committee (excluding Mr. Jacobson) of the Company has resolved that the options will remain exercisable for a further 5 years, and therefore will now expire on 29th October 2028.
All other terms and conditions pertaining to Mr. Jacobson's options remain unchanged.
----
Charles Dorfman, Non-Executive Director of the Company, currently holds 50,000 options over Ordinary Shares. These were granted on 29th October 2013 at an exercise price of 83.0p, being the IPO price of the Company. Under the current option plan rules, options over Ordinary Shares expire after 10 years. The Remuneration Committee (excluding Mr. Dorfman) of the Company has resolved that the options will remain exercisable for a further 5 years, and therefore will now expire on 29th October 2028.
All other terms and conditions pertaining to Mr. Dorfman's options remain unchanged.
---
Michael Rosehill, Non-Executive Director of the Company, currently holds 50,000 options over Ordinary Shares. These were granted on 4th November 2013 at an exercise price of 83.0p, being the IPO price of the Company. Under the current option plan rules, options over Ordinary Shares expire after 10 years. The Remuneration Committee (excluding Mr. Rosehill) of the Company has resolved that, due to current market conditions, the options will remain exercisable for a further 5 years, and therefore will now expire on 4th November 2028.
All other terms and conditions pertaining to Mr. Rosehill's options remain unchanged.
For further information, please contact:
| Everyman Media Group PLC | Tel : +44 (0)20 3145 0500 |
| Alex Scrimgeour, Chief Executive | |
| Will Worsdell, Finance Director | |
| Canaccord Genuity Limited - (Nominated Adviser and Broker) | Tel : +44 (0)20 7523 8000 |
| Bobbie Hilliam | |
| Harry Pardoe | |
| Alma (Financial PR Advisor) | Tel: +44 (0)20 3405 0205 |
| Rebecca Sanders-Hewett | |
| Joe Pederzolli | |
| | |
| | |
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 | Adam Kaye | ||||
| 2. | Reason for the notification | Grant of options over Ordinary Shares | ||||
| a) | Position/status | Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Everyman Media Group plc | ||||
| b) | LEI | 213800XIF4R73HAM8S36 | ||||
| 4. | Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument identification code Identification code | Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
| ||||
| b) | Nature of the transaction | Grant of 266,667 options over Ordinary Shares.
| ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
-Aggregated volume
- Price | Not applicable - single transaction | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Alex Scrimgeour | ||||
| 2. | Reason for the notification | Amendment to terms of existing growth shares. | ||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Everyman Media Group plc | ||||
| b) | LEI | 213800XIF4R73HAM8S36 | ||||
| 4. | Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument identification code Identification code | Growth shares which can be converted into Ordinary Shares of 10 pence each
| ||||
| b) | Nature of the transaction | Amendment to terms of existing growth shares.
| ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
-Aggregated volume
- Price | Not applicable - single transaction | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a) | Name | Will Worsdell | ||||||
| 2. | Reason for the notification | Amendment to terms of existing options. | ||||||
| a) | Position/status | Finance Director | ||||||
| b) | Initial notification/Amendment | Initial notification | ||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Everyman Media Group plc | ||||||
| b) | LEI | 213800XIF4R73HAM8S36 | ||||||
| 4. | Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted | |||||||
| a) | Description of the financial instrument, type of instrument identification code Identification code | Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
| ||||||
| b) | Nature of the transaction | Amendment to terms of existing options.
| ||||||
| c) | Price(s) and volume(s)
|
| ||||||
| d) | Aggregated information
-Aggregated volume
- Price |
| ||||||
| e) | Date of the transaction | 18 August 2023 | ||||||
| f) | Place of transaction | Outside a trading venue | ||||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Philip Jacobson | ||||
| 2. | Reason for the notification | Amendment to terms of existing options. | ||||
| a) | Position/status | Non-Executive Chairman | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Everyman Media Group plc | ||||
| b) | LEI | 213800XIF4R73HAM8S36 | ||||
| 4. | Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument identification code Identification code | Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
| ||||
| b) | Nature of the transaction | Amendment to terms of existing options.
| ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
-Aggregated volume
- Price | Not applicable - single transaction | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Charles Dorfman | ||||
| 2. | Reason for the notification | Amendment to terms of existing options. | ||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Everyman Media Group plc | ||||
| b) | LEI | 213800XIF4R73HAM8S36 | ||||
| 4. | Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument identification code Identification code | Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
| ||||
| b) | Nature of the transaction | Amendment to terms of existing options.
| ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
-Aggregated volume
- Price | Not applicable - single transaction | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Michael Rosehill | ||||
| 2. | Reason for the notification | Amendment to terms of existing options. | ||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Everyman Media Group plc | ||||
| b) | LEI | 213800XIF4R73HAM8S36 | ||||
| 4. | Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (vi) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument identification code Identification code | Options over Ordinary Shares of 10 pence each in Everyman Media Group plc
| ||||
| b) | Nature of the transaction | Amendment to terms of existing options.
| ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
-Aggregated volume
- Price | Not applicable - single transaction | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
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