8 April 2021
Everyman Media Group PLC
("Everyman" or the "Company")
Director/PDMR Shareholding
The Company notifies that on the 8 April 2021 it agreed to grant 1,000,000 options over ordinary shares of 10 pence each in the capital of the Company ("New Options") to Mr Alex Scrimgeour, Chief Executive Officer of the Company. Mr Scrimgeour was appointed as Chief Executive Officer of the Company on 14 December 2020.
The New Options will be exercisable from 31 December 2021, subject to continued employment and certain performance conditions. Each option has an exercise price of £1.00 per share.
In addition, Mr Scrimgeour will be issued 2,000,000 A ordinary shares ("Growth Shares") in a subsidiary company, Everyman Media Holdings Ltd after the date of this announcement. The Growth Shares may be exchanged for new ordinary shares in Everyman Media Group PLC in the future, subject to meeting certain vesting conditions and performance criteria as set out below. The Growth Shares do not carry any voting rights nor entitlement to any dividend.
Mr Scrimgeour will acquire the Growth Shares for no less than the market value of the Growth Shares as at the date of issue. He will acquire the Growth Shares on deferred payment basis.
The Growth Shares in Everyman Media Holdings Ltd will vest subject to the achievement of share price targets. 1,000,000 Growth Shares in Everyman Media Holdings Ltd to be acquired by Mr Scrimgeour will vest if the Company has an average closing mid-market price of £2.25 or more over any 15 consecutive trading days ("Target 1"). The remaining 1,000,000 Growth Shares in Everyman Media Holdings Ltd to be acquired by Mr Scrimgeour will vest if the Company has an average closing mid-market price of £3.00 or more over any 15 consecutive trading days ("Target 2").
To the extent that the performance targets have been met, the Growth Shares in Everyman Media Holdings Limited will entitle Mr Scrimgeour to receive an amount equivalent to the market value of an ordinary share in the Company less £1. The vested Growth Shares shall be exchanged for ordinary shares in the Company on or after 31 December 2022 if Target 1 has been achieved and on or after 31 December 2023 if Target 2 has been achieved, provided that if a change of control of the Company occurs at any time, any vested Growth Shares which have not been exchanged by then, shall be exchanged on the change of control of the Company.
If Mr Scrimgeour's employment is terminated before the Growth Shares have vested, his Growth Shares will be forfeited by him for no value. In addition, if there is a change of control of the Company Growth Shares which are not vested will be forfeited by him for no value.
If Target 1 or Target 2 have not been met by the tenth anniversary of the Admission date, the Growth Shares shall automatically convert into worthless deferred shares with no dividend or voting rights and minimal rights to capital.
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The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
About Everyman Media Group PLC:
Everyman is the fourth largest cinema business in the UK by number of venues, and is a premium, high growth leisure brand. Everyman operates a growing estate of venues across the UK, with an emphasis on providing first class cinema and hospitality.
Everyman is redefining cinema. It focuses on venue and experience as key competitive strengths, with a unique proposition:
· Intimate and atmospheric venues, which become a destination in their own right
· An emphasis on a strong quality food and drink menu prepared in-house
· A broad range of well-curated programming content, from mainstream and independent films to theatre and live concert streams, appealing to a diverse range of audiences
· Motivated and welcoming teams
For more information visit http://investors.everymancinema.com/
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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| 1 | Details of the person discharging managerial responsibilities/person closely associated |
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| a. | Name | Alex Scrimgeour |
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| 2 | Reason for notification
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| a. | Position/Status | Chief Executive Officer |
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| b. | Initial notification/ Amendment | Initial Notification |
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| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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| a. | Name | Everyman Media Group plc |
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| b. | LEI | 213800XIF4R73HAM8S36 |
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| 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 |
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| a. | Description of the financial instrument, type of instrument | Options over Ordinary Shares of 10 pence each GB00BFH55S51 |
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| b. | Nature of the transaction | Grant of options
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| c. | Price(s) and volume(s) |
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| d. | Aggregated information - Aggregated Volume - Price | Not applicable - single transaction |
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| e. | Date of the transaction | 8 April 2021 |
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| f. | Place of the transaction | Outside a trading venue |
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| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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| 1 | Details of the person discharging managerial responsibilities/person closely associated |
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| a. | Name | Alex Scrimgeour |
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| 2 | Reason for notification
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| a. | Position/Status | Chief Executive Officer |
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| b. | Initial notification/ Amendment | Initial Notification |
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| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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| a. | Name | Everyman Media Group plc |
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| b. | LEI | 213800XIF4R73HAM8S36 |
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| 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 |
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| a. | Description of the financial instrument, type of instrument | Options over Ordinary Shares of 10 pence each GB00BFH55S51 |
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| b. | Nature of the transaction | Grant of Growth Shares |
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| c. | Price(s) and volume(s) |
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| d. | Aggregated information - Aggregated Volume - Price | Not applicable - single transaction |
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| e. | Date of the transaction | 8 April 2021 |
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| f. | Place of the transaction | Outside a trading venue |
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