1 June 2021
CentralNic Group plc
("CentralNic" or the "Company")
(AIM: CNIC)
Share Awards and exercise of Options
CentralNic announces that on it has made awards over ordinary shares of £0.001 each ("Ordinary Shares") under the CentralNic Group plc Long Term Incentive Plan and the CentralNic Group plc Share Option Plan (the "LTIP" and "SOP") to Group employees including persons discharging managerial responsibilities ("PDMRs") of CentralNic ("Awards"). CentralNic has had an extended period of corporate activity over the past 12 months, which has prevented the Company from granting Awards under the Plans in its usual annual cycle of employee share incentives. The following Awards are now being granted in order to regularise the position in relation to Awards previously agreed in principle by the Remuneration Committee, subject to the Company coming out of a close period.
Grant of Awards
| PDMR | Type of Award | Number of Ordinary Shares subject to Award | Exercise Price | |
| Tracey Hickling | LTIP Award | 393,471 | Nil | |
| | | | | |
The Awards granted to the PDMR on the table above and to certain other participants were granted as nil-cost options under the terms of the LTIP and/or the SOP (as relevant) over a total of 2,189,712 Ordinary Shares. The Awards under the LTIP and SOP vest over a three year period subject to the continued employment of the Award holder.
Exercise of Options
CentralNic further announces the exercise by the following PDMR of share options previously granted by the Company ("Options):
| PDMR | Number of Ordinary Shares acquired on exercise of Options | Date of grant of Option |
| Ben Crawford | 336,073 | 10 March 2020 |
| Michael Riedl | 48,611 | 1 August 2019 |
| Michael Riedl | 53,249 | 10 March 2020 |
| Michael Riedl | 231,050 | 10 March 2020 |
| Tracey Hickling | 100,000 | 1 June 2021 |
The exercise of options was satisfied by 768,983 shares from the CentralNic Employee Benefit Trust.
The table below summarising the total number of Ordinary Shares under options held by the Directors as at the date of this announcement:
| Director | Number of Ordinary Share subject to options | Vesting date | Exercise price per Ordinary Share | |
| Ben Crawford | 1,316,000 | 1 September 2016 | £0.10 | |
| Ben Crawford | 850,000 | 1 September 2016 | £0.57 | |
| Ben Crawford | 2,500,000 | 16 July 2021 | Nil | |
| Ben Crawford | 672,146 | 1 March 2021 - 1 March 2023 | Nil | |
| Ben Crawford | 1,008,219 | 1 March 2022 - 1 March 2024 | Nil | |
| Ben Crawford | 1,008,218 | 1 March 2023 - 1 March 2025 | Nil | |
| Don Baladasan | 2,000,000 | 16 July 2021 | Nil | |
| Don Baladasan | 879,452 | 1 March 2021 - 1 March 2023 | Nil | |
| Don Baladasan | 879,452 | 1 March 2022 - 1 March 2024 | Nil | |
| Don Baladasan | 879,452 | 1 March 2023 - 1 March 2025 | Nil | |
| Thomas Rickert | 88,000 | 2 September 2016 | £0.57 | |
| Thomas Rickert | 350,000 | 3 February 2019 | £0.40 | |
| Tom Pridmore | 88,000 | 2 September 2016 | £0.57 | |
| Tom Pridmore | 350,000 | 3 February 2019 | £0.40 | |
| Mike Turner | 750,000 | 15 September 2018 | £0.40 | |
| Iain McDonald | 350,000 | 26 October 2018 | £0.40 | |
| Iain McDonald | 500,000 | 10 March 2023 | Nil | |
| Michael Riedl | 48,611 | 1 January 2022 | Nil | |
| Michael Riedl | 106,499 | 1 January 2023 | Nil | |
| Michael Riedl | 462,100 | 1 March 2021 - 1 March 2023 | Nil | |
| Michael Riedl | 693,150 | 1 March 2022 - 1 March 2024 | Nil | |
| Michael Riedl | 693,150 | 1 March 2023 - 1 March 2025 | Nil | |
| | | | | |
A total number of 22,380,758 Ordinary Shares are held under options granted to all employees and Directors of the CentralNic group.
Issue of Ordinary Shares
CentralNic further announces that it has issued and allotted 17,422,058 Ordinary Shares to RBC Cees Trustee Limited ("RBC") the trustee of the CentralNic Employee Benefit Trust ("EBT") in order to satisfy the potential future exercise of Options held by employees of the Company under its employee share schemes. The EBT now holds a number of shares equivalent to the number of options granted to all employees and Directors of the CentralNic group. All dividend and voting rights attaching to these Ordinary Shares are waived whilst held by the EBT.
Application has been made to the London Stock Exchange for the admission of the Ordinary Shares which are expected to be admitted to trading on or around 7 June 2021. Following the admission, the Company will have 251,160,084 Ordinary Shares in issue.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
|
| | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | | Name | Tracey Hickling | ||||
| 2 | | Reason for the notification | |||||
| a) | | Position/status | Chief People Officer | ||||
| b)
| | Initial notification /Amendment | Initial notification | ||||
| 3
| | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | | Name | CentralNic Group plc | ||||
| b) | | LEI | 213800M4IINBWMXEKV82 | ||||
| 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 | Ordinary shares of £0.001
GB00BCCW4X83 | ||||
| b) | | Nature of the transaction | Grant of a nil-cost option under the LTIP | ||||
| c) | | Price(s) and volume(s) |
| ||||
| d) | | Aggregated information - Aggregated volume - Price |
| ||||
| e) | | Date of the transaction | 1 June 2021 | ||||
| f) | | Place of the transaction | London Stock Exchange, AIM | ||||
|
| Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Ben Crawford | ||||||
| 2 | Reason for the notification | |||||||
| 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 | CentralNic Group plc | ||||||
| b) | LEI | 213800M4IINBWMXEKV82 | ||||||
| 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 | Ordinary shares of £0.001
GB00BCCW4X83 | ||||||
| b) | Nature of the transaction | Exercise of share options | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||||
| e) | Date of the transaction | 1 June 2021 | ||||||
| f) | Place of the transaction | London Stock Exchange, AIM | ||||||
|
| Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Michael Riedl | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Chief Financial Officer | ||||||
| b)
| Initial notification /Amendment | Initial notification | ||||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | CentralNic Group plc | ||||||
| b) | LEI | 213800M4IINBWMXEKV82 | ||||||
| 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 | Ordinary shares of £0.001
GB00BCCW4X83 | ||||||
| b) | Nature of the transaction | Exercise of share options | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||||
| e) | Date of the transaction | 1 June 2021 | ||||||
| f) | Place of the transaction | London Stock Exchange, AIM | ||||||
|
| | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | | Name | Tracey Hickling | ||||
| 2 | | Reason for the notification | |||||
| a) | | Position/status | Chief People Officer | ||||
| b)
| | Initial notification /Amendment | Initial notification | ||||
| 3
| | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | | Name | CentralNic Group plc | ||||
| b) | | LEI | 213800M4IINBWMXEKV82 | ||||
| 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 | Ordinary shares of £0.001
GB00BCCW4X83 | ||||
| b) | | Nature of the transaction | Exercise of share options | ||||
| c) | | Price(s) and volume(s) |
| ||||
| d) | | Aggregated information - Aggregated volume - Price |
| ||||
| e) | | Date of the transaction | 1 June 2021 | ||||
| f) | | Place of the transaction | London Stock Exchange, AIM | ||||
For further information:
| CentralNic Group Plc Ben Crawford, Chief Executive Officer Don Baladasan, Group Managing Director Michael Riedl, Group Financial Director
|
Tel: +44 (0) 203 388 0600 |
| Zeus Capital Limited (NOMAD and Joint Broker) Nick Cowles / Jamie Peel (Corporate Finance) John Goold / Rupert Woolfenden (Institutional Sales)
|
Tel: +44 (0) 161 831 1512 Tel: +44 (0) 20 3829 5000
|
| Stifel (Joint Broker) Fred Walsh / Alex Price / Richard Short
|
Tel: +44 (0)20 7710 7600 |
| SEC Newgate (for Media) Bob Huxford Tom Carnegie |
Tel: +44 (0) 203 757 6880 |
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