18 May 2022
AIM: KBT
K3 Business Technology Group plc
("K3", "Company" or "Group")
K3 LTIP Option Scheme
K3, which provides business‐critical software solutions focused on fashion and apparel brands, announces that its Remuneration Committee ("RemCo") has today granted 587,500 new options to certain Persons Discharging Managerial Responsibilities ("PDMRs") ("Share Options"). These grants have been made under the terms of the K3 Long Term Incentive Plan 2020 adopted on 12 November 2020 (the "LTIP") and together amount to approximately 1.31% of the Company's current non-diluted issued share capital.
The Share Options awarded to each PDMR are split between Market Price Options and LTIP Nominal Price Options (further details of which are set out below) as follows:
| Name | Position | Number of Market Price Options awarded | Number of LTIP Nominal Price Options awarded |
| Marco Vergani | Chief Executive Officer | 135,000 | n/a |
| Robert Price | Chief Financial Officer | 85,000 | n/a |
| Sjoerd Starren | MD, Global Accounts | 70,000 | n/a |
| Andrew Payne | Chief Technology Officer | 70,000 | n/a |
| Julia Mueller | Chief Customer Officer | 70,000 | n/a |
| Peter Bradley | Chief Delivery Officer | 70,000 | 87,500 |
| Totals | | 500,000 | 87,500 |
The LTIP Nominal Price Options are issued on substantially the same terms and at the same exercise price (25p per share, being nominal value) as those issued to other PDMRs of the Company on 12 November 2020 and 30 March 2021 and have been issued to align new starters with the existing senior leadership team as regards their option arrangements.
The Market Price Options have an exercise price of 150p. Vesting of the Market Price Options is based on the achievement of certain prescribed levels of annual recurring revenue growth in respect of the Group's strategic product suites (K3|imagine, K3|fashion, K3|pebblestone and K3|ViJi) ("Strategic Products") measured as at 30 November 2024.
In addition, and to ensure consistency between the Group's strategic aims and its incentives, the Remuneration Committee has amended the performance condition for the 240,000 existing market price options issued by the Company to broaden the performance metric to cover all of the Group's Strategic Products, and to adjust the testing date to 30 November 2023, from 30 November 2024 (to align with the Group's current remuneration policy for market priced options, having a three year test period). Amended options held by PDMRs of the Company are as follows:
| Name | Position | Number of Existing Market Price Options |
| Robert Price | Chief Financial Officer | 40,000 |
| Sjoerd Starren | MD, Global Accounts | 40,000 |
| Andrew Payne | Chief Technology Officer | 40,000 |
| Julia Mueller | Chief Customer Officer | 40,000 |
Further details in respect of the above are provided below, in accordance with the EU Market Abuse Regulation (No 596/2014).
For further information contact:
| K3 Business Technology Group plc | +44 (0) 161 876 4498 | |
| Marco Vergani, CEO | | |
| Rob Price, CFO | | |
| | | |
| finnCap Ltd | +44 (0) 207 220 0500 | |
| Nominated Adviser and Broker | | |
| Julian Blunt/James Thompson (Corporate finance) | | |
| Richard Chambers (Corporate Broking) | | |
| | | |
| KTZ Communications | +44 (0) 20 3178 6378 | |
| Katie Tzouliadis/Dan Mahoney | | |
| 1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
| a) | Name | Marco Vergani |
| 2. | Reason for notification | |
| b) | Position / status | Chief Executive Officer |
| c) | Initial notification / amendment | Initial Notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| b) | Name | K3 Business Technology Group plc |
| c) | LEI | 213800QOJ9OF2AV81748 |
| 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 Identification code | Options over ordinary shares of 25p each exercisable at 150p per share GB00B00P6061 |
| b) | Nature of the transaction | Award of Options under the K3 LTIP |
| c) | Price(s) and volume(s) | 135,000 Options awarded |
| d) | Aggregated information Aggregated volume Price | n/a |
| e) | Date of the transaction | 18 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
| a) | Name | Robert Price |
| 2. | Reason for notification | |
| b) | Position / status | Chief Financial Officer |
| c) | Initial notification / amendment | Initial Notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| b) | Name | K3 Business Technology Group plc |
| c) | LEI | 213800QOJ9OF2AV81748 |
| 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 Identification code | Options over ordinary shares of 25p each exercisable at 150p per share GB00B00P6061 |
| b) | Nature of the transaction | Award of Options under the K3 LTIP and adjustment of existing option performance condition |
| c) | Price(s) and volume(s) | 85,000 Options awarded Performance condition adjustment in respect of 40,000 existing options |
| d) | Aggregated information Aggregated volume Price | n/a |
| e) | Date of the transaction | 18 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
| a) | Name | Sjoerd Starren |
| 2. | Reason for notification | |
| b) | Position / status | MD - Global Accounts |
| c) | Initial notification / amendment | Initial Notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| b) | Name | K3 Business Technology Group plc |
| c) | LEI | 213800QOJ9OF2AV81748 |
| 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 Identification code | Options over ordinary shares of 25p each exercisable at 150p per share GB00B00P6061 |
| b) | Nature of the transaction | Award of Options under the K3 LTIP and adjustment of existing option performance condition |
| c) | Price(s) and volume(s) | 70,000 Options awarded Performance condition adjustment in respect of 40,000 existing options |
| d) | Aggregated information Aggregated volume Price | n/a |
| e) | Date of the transaction | 18 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
| a) | Name | Andrew Payne |
| 2. | Reason for notification | |
| b) | Position / status | Chief Technology Officer |
| c) | Initial notification / amendment | Initial Notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| b) | Name | K3 Business Technology Group plc |
| c) | LEI | 213800QOJ9OF2AV81748 |
| 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 Identification code | Options over ordinary shares of 25p each exercisable at 150p per share GB00B00P6061 |
| b) | Nature of the transaction | Award of Options under the K3 LTIP and adjustment of existing option performance condition |
| c) | Price(s) and volume(s) | 70,000 Options awarded Performance condition adjustment in respect of 40,000 existing options |
| d) | Aggregated information Aggregated volume Price | n/a |
| e) | Date of the transaction | 18 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
| a) | Name | Julia Mueller |
| 2. | Reason for notification | |
| b) | Position / status | Chief Customer Officer |
| c) | Initial notification / amendment | Initial Notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| b) | Name | K3 Business Technology Group plc |
| c) | LEI | 213800QOJ9OF2AV81748 |
| 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 Identification code | Options over ordinary shares of 25p each exercisable at 150p per share GB00B00P6061 |
| b) | Nature of the transaction | Award of Options under the K3 LTIP and adjustment of existing option performance condition |
| c) | Price(s) and volume(s) | 70,000 Options awarded Performance condition adjustment in respect of 40,000 existing options |
| d) | Aggregated information Aggregated volume Price | n/a |
| e) | Date of the transaction | 18 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
| a) | Name | Peter Bradley |
| 2. | Reason for notification | |
| b) | Position / status | Chief Delivery Officer |
| c) | Initial notification / amendment | Initial Notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| b) | Name | K3 Business Technology Group plc |
| c) | LEI | 213800QOJ9OF2AV81748 |
| 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 Identification code | Options over ordinary shares of 25p each exercisable at 150p per share and at nominal cost GB00B00P6061 |
| b) | Nature of the transaction | Award of Options under the K3 LTIP |
| c) | Price(s) and volume(s) | 70,000 market price share options 87,500 nominal cost share options |
| d) | Aggregated information Aggregated volume Price | Options over 157,500 ordinary shares |
| e) | Date of the transaction | 18 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
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