17 March 2021
B90 Holdings plc
("B90", the "Company" or the "Group")
Grant of New Options
Cancellation of Existing Options
Related Party Transaction
B90 Holdings plc (AIM: B90), the online marketing company for the gaming industry, announces that, as indicated in the Company's Corporate Update announcement issued earlier today, it has granted options over, in aggregate, 6,215,000 ordinary shares of no par value ("Ordinary Shares") to certain directors and employees of the Company (the "New Options"), pursuant to the terms of Company's Long Term Incentive Plan - May 2016 (as amended) (the "2016 Plan").
The New Options have an exercise price of 5p per share, being the price at which the outstanding, in aggregate, €4.39m convertible loan notes can be converted into new Ordinary Shares. Pursuant to the terms of the 2016 Plan, the New Options will vest in equal instalments over the four years following the first anniversary of the date of grant and any of the New Options that remain unexercised on the fifth anniversary of the date of grant will lapse. Details of the New Options that have been granted are summarised in the table below:
| Individual(s) | Number of New Options granted | Grant date | Exercise price |
| Paul Duffen | 1,800,000 | 16-Mar-21 | 5p |
| Marcel Noordeloos | 2,100,000 | 16-Mar-21 | 5p |
| Rainer Lauffs | 1,800,000 | 16-Mar-21 | 5p |
| Other employees | 515,000 | 16-Mar-21 | 5p |
In light of the New Options being granted, in aggregate, 3,670,000, existing options ("Existing Options"), granted under the terms of 2016 Plan, have been cancelled (the "Cancellation"). The Cancellation includes, in aggregate, 3,300,000 Existing Options granted to certain directors, being Paul Duffen, Marcel Noordeloos and Rainer Lauffs. Details of the Existing Options that have been cancelled are summarised in the table below:
| Individual(s) | Number of Existing Options cancelled | Grant date | Exercise price |
| Paul Duffen | 1,000,000 | 14-Feb-19 | 15p |
| Marcel Noordeloos | 750,000 | 30-Jun-16 | 25p |
|
| 550,000 | 14-Feb-19 | 15p |
| Rainer Lauffs | 750,000 | 30-Jun-16 | 25p |
|
| 250,000 | 14-Feb-19 | 15p |
| Other employees | 70,000 | 14-Feb-19 | 15p |
|
| 300,000 | 30-Jun-16 | 25p |
Accordingly, the aggregate number of options now held by the directors are as follows:
| Director | Existing Options | New Options |
| Paul Duffen | - | 1,800,000 |
| Mark Rosman | 950,000 | - |
| Marcel Noordeloos | - | 2,100,000 |
| Rainer Lauffs | - | 1,800,000 |
Following today's grant of New Options and Cancellation of Existing Options, the Company has, in aggregate, 8,190,000 options outstanding, representing approximately 8.54% of its current issued share capital.
Related party transaction
The Cancellation in respect of the Existing Options held by certain directors of the Company and award of New Options to certain directors of the Company (the "Director Option Cancellation"), being Messrs Duffen, Noordeloos and Lauffs, is considered a related party transaction under the AIM Rules for Companies. Mark Rosman, independent director in respect of the Director Option Cancellation, considers, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the Director Option Cancellation are fair and reasonable insofar as the Company's shareholders are concerned.
Issue of warrants
The Company also announces that it has issued 750,000 warrants to a corporate adviser to subscribe for new Ordinary Shares at a price of 5 pence per share, exercisable for a period of three years.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
| 1 | Details of the persons discharging managerial responsibilities | ||||||||
| a) | Name | 1. Paul J Duffen 2. Marcel Noordeloos 3. Rainer Lauffs
| |||||||
| 2 | Reason for the notification | ||||||||
| a) | Position/status | 1. Executive Chairman 2. Finance Director 3. Director - Operating officer | |||||||
| b) | Initial notification /Amendment | Initial notification | |||||||
| 3 | Details of the issuer | ||||||||
| a) | Name | B90 Holdings plc | |||||||
| b) | LEI | 2138007KWLZHV5I1A979
| |||||||
| 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 instrument, type of instrument
| Options over Ordinary Shares of no par value | |||||||
| Identification code | ISIN for Ordinary Shares: IM00BYT32K14
| ||||||||
| b) | Nature of the transaction | Grant of options | |||||||
| c) | Price(s) and volume(s) |
| |||||||
| d) | Aggregated information - Aggregated volume - Price
| - Options over 5,700,000 shares - 5p per share (exercise price) | |||||||
| e) | Date of the transaction | 17 March 2021 | |||||||
| f) | Place of the transaction | Outside a trading venue. New Ordinary Shares issued on exercise of options will be admitted to trading on AIM, London Stock Exchange
| |||||||
For further information please contact:
B90 Holdings Plc +44 (0)1624 605 764
Paul Duffen, Executive Chairman
Marcel Noordeloos, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494
James Harris / James Dance
Whitman Howard Ltd (Broker)
Nick Lovering / Christopher Furness
IFC Advisory (Financial PR & IR) +44 (0)20 3934 6630
Tim Metcalfe / Graham Herring / Zach Cohen
About B90 Holdings plc
B90 Holdings plc is a group of companies focused on the operation of its own online Sportsbook and Casino product as well as marketing activities for other online gaming companies.
Website: www.b90holdings.com
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