Source - LSE Regulatory
RNS Number : 6110S
B90 Holdings PLC
17 March 2021
 

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

 

 

 

Identification code

b)

Nature of the transaction

Grant of options 

c)

Price(s) and volume(s)

Option Price(s)

Volume(s)

 

5p

1. 1,800,000

2. 2,100,000

3.   1,800,000

 

 

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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