Source - LSE Regulatory
RNS Number : 2247P
Gear4music (Holdings) PLC
15 October 2021
 

15 October 2021

Gear4music (Holdings) plc

 

("Gear4music", "the Company" or "the Group")

 

New Long-Term Incentive Plan

 

The board of Gear4music (AIM: G4M), the largest UK based retailer of musical instruments and music equipment, announces a new long-term management incentive plan ('Plan') to incentivise senior employees in a manner that aligns with the interests of the Company's shareholders.

 

The Plan involves the issue of 377,100 'D' Ordinary shares ('D Shares') in Gear4music Limited, a subsidiary of the Company.  The D Shares are capable of vesting between 2023 and 2027 and can be exchanged on a one-for-one basis for new ordinary shares of ten pence each in the capital of the Company ('Ordinary Shares'), subject to achieving minimum specified fully diluted earnings per share ('eps') targets as set out below.

 

Financial year ending

Vesting date

Fully diluted eps target

No. D Shares vesting

31 March 2023

31 July 2023

46p

75,420

31 March 2024

31 July 2024

53p

75,420

31 March 2025

31 July 2025

61p

75,420

31 March 2026

31 July 2026

68p

75,420

31 March 2027

31 July 2027

76p

75,420




377,100

 

Certain of the Company's directors (also considered Persons Discharging Managerial Responsibilities) are participating in the Plan as detailed below, along with members of the Group's senior management team:

 

Name

Position

No. D Shares issued

Gareth Bevan

Chief Commercial Officer

113,130

Andrew Wass

Chief Executive Officer

75,420

Chris Scott

Chief Financial Officer

37,710

 

The D Shares are non-voting, non-dividend restricted shares. The initial subscription cost is paid by way of a cash bonus.  Assuming that awards fully vest, the maximum implied dilution over the life of the Plan would represent 1.8% of the Company's then issued share capital, increasing to 2.9% when also taking into account awards (whether exercised or currently outstanding) under the Company's various other share schemes made since IPO in 2015. Further details will be set out in the Annual Report and Accounts for the year ending 31 March 2022 when published.

Prior to implementing the Plan, the Company consulted with certain of its major institutional shareholders.

Enquiries:

 

Gear4music

Ken Ford, Non-Executive Chairman and Remuneration Committee Chairman

+44 (0)20 3405 0205



Singer Capital Markets - Nominated Adviser and Joint Broker

Peter Steel/Amanda Gray, Corporate Finance

Tom Salvesen, Corporate Broking

+44 (0)20 7496 3000

 



Investec Bank plc - Joint Broker

David Flin

Alex Wright

Harry Hargreaves

+44 (0)20 7597 5970

 



Alma PR - Financial PR

Harriet Jackson

Josh Royston

Faye Calow

+44 (0)20 3405 0205

Gear4music@almapr.co.uk

 

 

Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMR") and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

 

Name

 

 Gareth Bevan

2

Reason for the notification

a)

 

Position/status

Chief Commercial Officer and a PDMR of the Company

b)

 

Initial notification /Amendment

Initial

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

 

Name

 

 

Gear4music (Holdings) plc

b)

 

LEI

 

 

2138005H4W74HDGSFC49

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

Ordinary Shares of £0.10 each



Identification code

GB00BW9PJQ87



b)

 

Nature of the transaction

Issue of D Shares under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.

 

c)

 

Price(s) and volume(s)








Vesting date

Price

Volume(s)




31/07/23

£nil

22,626




31/07/24

£nil

22,626




31/07/25

£nil

22,626




31/07/26

£nil

22,626




31/07/27

£Nil

22,626








d)

 

Aggregated information




- Aggregated volume

113,130



- Price

£nil



e)

 

Date of the transaction

14 October 2021

f)

Place of the transaction

Off-market transaction

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

 

Name

 

Andrew Wass

2

Reason for the notification

a)

 

Position/status

Chief Executive Officer and a PDMR of the Company

b)

 

Initial notification /Amendment

Initial

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

 

Name

 

 

Gear4music (Holdings) plc

b)

 

LEI

 

 

2138005H4W74HDGSFC49

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

Ordinary Shares of £0.10 each



Identification code

GB00BW9PJQ87



b)

 

Nature of the transaction

Issue of D Shares under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis. D Shares awarded to Mr Wass can, subject to certain conditions, also be settled on vesting in cash rather than new Ordinary Shares.

 

c)

 

Price(s) and volume(s)








Vesting date

Price

Volume(s)




31/07/23

£nil

15,084




31/07/24

£nil

15,084




31/07/25

£nil

15,084




31/07/26

£nil

15,084




31/07/27

£Nil

15,084








d)

 

Aggregated information




- Aggregated volume

75,420



- Price

£nil



e)

 

Date of the transaction

14 October 2021

f)

Place of the transaction

Off-market transaction

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

 

Name

 

 Christopher Scott

2

Reason for the notification

a)

 

Position/status

Chief Financial Officer and a PDMR of the Company

b)

 

Initial notification /Amendment

Initial

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

 

Name

 

 

Gear4music (Holdings) plc

b)

 

LEI

 

 

2138005H4W74HDGSFC49

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

Ordinary Shares of £0.10 each



Identification code

GB00BW9PJQ87



b)

 

Nature of the transaction

Issue of D Shares under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.

 

c)

 

Price(s) and volume(s)








Vesting date

Price

Volume(s)




31/07/23

£nil

7,542




31/07/24

£nil

7,542




31/07/25

£nil

7,542




31/07/26

£nil

7,542




31/07/27

£Nil

7,542








d)

 

Aggregated information




- Aggregated volume

37,710



- Price

£nil



e)

 

Date of the transaction

14 October 2021

f)

Place of the transaction

Off-market transaction

 

About Gear4music.com

Operating from a Head Office in York, and Distribution Centres and showrooms in York, Sweden and Germany, the Group sells own-brand musical instruments and music equipment alongside premium third-party brands including Fender, Yamaha and Roland, to customers ranging from beginners to musical enthusiasts and professionals, in the UK, Europe and, more recently, into the Rest of the World.

 

Having developed its own e-commerce platform, with multilingual, multicurrency websites delivering to over 190 countries, the Group continues to build its overseas presence.

 

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