6 September 2021
CENTRALNIC GROUP PLC
("CentralNic" or "the Company" or "the Group")
APPOINTS CARSTEN SJOERUP AS CHIEF TECHNOLOGY AND PRODUCT OFFICER,
NOTICE OF OPTION GRANTS, EXERCISES AND DIRECTOR DEALINGS
CentralNic Group Plc (AIM: CNIC), the global internet platform company that derives revenue from the sales of online presence and marketing services, announces the appointment of Carsten Sjoerup in the new role of Chief Technology & Product Officer, effective immediately.
This newly created role is an important step in CentralNic's roadmap to becoming a world leading online services provider. This role will lead the integration of our technology and product teams across all our brands, with a focus on our technical expertise and new product launches. This will allow us to deliver the best developed and curated choice of products to our customers.
Carsten is an industry leader and joins CentralNic from GoDaddy where he was CIO. In this role he was responsible for infrastructure, technical operations, 24x7 monitoring, IT Service Management, product engineering, research, software development, consolidations and migrations - leading a team of 600+ across the US, EMEA, and Asia. His many achievements in that role include modernising and automating the infrastructure, massively improving deployment time, decreasing error rates and optimising cost.
Prior to GoDaddy Carsten was CTO at Host Europe Group ("HEG"), which was acquired by GoDaddy in December 2016. In this role he led the integration and consolidation of multiple acquisitions into HEG (before integrating HEG into GoDaddy), including by building a migration engine and process still in use today. He was also in charge of modernising and automating the technologies and processes to ensure a unified platform.
Carsten's outstanding employment experience has also been recognised through winning the IBM CTO Innovation Award.
Ben Crawford, CentralNic CEO, said: "We are delighted to have Carsten join CentralNic Group. He is Europe's leading expert in our industry in integrating companies and launching new products. His new role of Chief Technology & Product Officer is a strategic position which will support CentralNic on its roadmap to become a world leading online services provider. His superb track record and commitment to excellence and innovation positions him ideally to join our leadership team."
Option Grants
A total of 1,500,000 nil-cost options under the terms of the LTIP have been awarded to Carsten Sjoerup in connection with his appointment as Chief Technology and Product Officer. The Awards under the LTIP vest subject to the continued employment of the Award holder and subject to the same stretched performance criteria applicable to the LTIP program of the Executive Directors for financial years 2021 through 2024.
Exercise of Share Options
CentralNic 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 |
| Don Baladasan | 1,808,000 | 1 August 2019 |
| Don Baladasan | 293,151 | 10 March 2020 |
The exercise of options was satisfied by 2,101,151 shares from the CentralNic Employee Benefit Trust. After the above grants and exercises a total number of 20,197,886 Share Options are held under options granted to all employees and Directors of the CentralNic Group.
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 | 2,260,000 | 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 | 586,301 | 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 | |
| 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 | |
| | | | | |
Director Dealings
CentralNic Group plc (LSE:CNIC, "Company" or "CNIC") received notification on the 3 September 2021 from Kestrel Partners LLP ("Kestrel") that on the 31 August 2021 it purchased, on behalf of its discretionary client accounts, an aggregate of 6,000 ordinary shares of £0.001 each ("Shares") in the Company at an average price of £1.00 per share. In August 2021 following an agreement by Kestrel to transfer its Inheritance Tax Solutions business ("KITS") to a third party, it has ceased to have management control over 157,323. These shares have now been transferred out of Kestrel's control.
Mr Royde is a partner of, and holds a beneficial interest in, Kestrel. Mr Royde is also a shareholder in Kestrel Opportunities and is therefore deemed to have a beneficial interest in Kestrel Opportunities' entire legal holding in CNIC.
Following this transaction, Kestrel Opportunities holds (and consequently Mr Royde is deemed to have a beneficial interest in) 17,926,535 Shares in the Company, and other clients of Kestrel, in which Mr Royde has no beneficial interest hold 38,602,721 Shares in the Company.
On a combined basis, Kestrel indirectly holds voting rights over 56,529,256 Shares in the Company, which represents 22.51 per cent of the Company's issued share capital.
Kestrel's interest in the Shares in the Company is held through the following nominees:
| Holding type | Nominee | No. of shares | % of issued share capital |
| Indirect | Bank of New York Nominees Ltd | 17,926,535 | 7.14% |
| Indirect | JIM Nominees Limited | 1,564,287 | 0.63% |
| Indirect | Bank of New York Nominees Ltd | 24,042,291 | 9.57% |
| Indirect | CB NYK - CITIBANK N.A.-PRIVATE BK | 12,996,143 | 5.17% |
The Company has further been notified on 3 September that Erin Invest and Finance Limited, a company in which Samuel Dayani, non-executive director, has a beneficial interest has on 2 September 2021 sold 264,097 ordinary shares of £0.001 each ("Shares") in the Company at an average price of £1.03 per share. Following these sales, Erin Invest and Finance has an interest of 20,392,585 shares representing 8.12 per cent of the issued share capital. Erin Invest and Finance considers itself a long-term holder in CNIC.
Annex
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 | Don Baladasan | ||||
| 2 | | Reason for the notification | |||||
| a) | | Position/status | Group Managing Director | ||||
| 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 | 6 September 2021 | ||||
| f) | | Place of the transaction | London Stock Exchange, AIM | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||||||||||||||||
| a)
| Name
| Kestrel Partners LLP
| ||||||||||||||||||
| 2
| Reason for the notification
| |||||||||||||||||||
| a)
| Position/status
| PCA - Max Royde (non-executive director CentralNic Group plc) | ||||||||||||||||||
| b)
| Initial notification /Amendment
| Initial | ||||||||||||||||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||||||||||||||
| a)
| Name
| CentralNic Group plc | ||||||||||||||||||
| b)
| LEI
| 213800WAVVOPS85N2205 | ||||||||||||||||||
| 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
| £0.001 Ordinary Shares
ISIN: GB00BCCW4X83
| ||||||||||||||||||
| b)
| Nature of the transaction
| Purchase and Transfer | ||||||||||||||||||
| c)
| Price(s) and volume(s)
Transfer
Purchase
|
| ||||||||||||||||||
| d)
| Aggregated information - Aggregated volume - Price |
Purchase Total 6,000 shares @ GBP 1.00 Transfer of 157,323 shares
| ||||||||||||||||||
| e)
| Date of the transaction
| 31 August 2021 (Purchase) & 14 August (Transfer) | ||||||||||||||||||
| f)
| Place of the transaction | London | ||||||||||||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||||||
| a) | Name | Samuel Dayani (through his interest in Erin Invest and Finance Limited | |||||
| 2 | Reason for the notification | ||||||
| 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 | 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 £0.001p
| |||||
| b) | Nature of the transaction | Sale of Ordinary Shares | |||||
| c) | Price(s) and volume(s) |
| |||||
| d) | Aggregated information - Aggregated volume - Price |
| |||||
| e) | Date of the transaction | 2 September 2021 | |||||
| f) | Place of the transaction | London Stock Exchange, AIM | |||||
| |
| ||||||
-Ends-
For further information:
| CentralNic Group Plc | |
| Ben Crawford, Chief Executive Officer | +44 (0) 203 388 0600 |
| Don Baladasan, Group Managing Director | |
| Michael Riedl, Chief Financial Officer | |
| | |
| Zeus Capital Limited - NOMAD and Joint Broker | |
| Nick Cowles / Jamie Peel (Corporate Finance) | +44 (0) 161 831 1512 |
| John Goold / Rupert Woolfenden (Institutional Sales) | +44 (0) 203 829 5000
|
|
Stifel - Joint Broker | |
| Fred Walsh / Alex Price / Richard Short
| +44 (0) 20 7710 7600 |
| SEC Newgate UK (for Media) | |
| Bob Huxford / Tom Carnegie / Isabelle Smurfit
| +44 (0) 203 757 6880 centralnic@secnewgate.co.uk |
About CentralNic Group Plc
CentralNic (AIM: CNIC) is a London-based AIM-listed company which drives the growth of the global digital economy by providing businesses around the world with tools to build their online presence and to win customers and earn revenues online. The Company complements its organic growth with target acquisitions of cash-generative businesses in its industry with annuity revenue streams and exposure to growth markets and migrating them onto the CentralNic software and operating platforms. CentralNic operates globally with customers in almost every country in the world. It earns recurring revenues from the worldwide sales of online presence and online marketing services on a subscription or pay per use basis. For more information please visit: www.centralnicgroup.com
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