Source - LSE Regulatory
RNS Number : 8741G
Gear4music (Holdings) PLC
24 July 2023
 

24 July 2023

 

Gear4music (Holdings) plc

 

("Gear4music" or "the Group")

Adoption of New LTIP and Grant of Options

 

Gear4music (Holdings) plc ("Gear4music", "the Company" or "the Group"), the largest UK based online retailer of musical instruments and music equipment, announces that on 21 July 2023 it adopted a new long term incentive plan ("LTIP") with share awards to be made to key members of Gear4Music's management team, including certain of its persons discharging managerial responsibilities ("PDMRs").

The new LTIP has been established following consultation with certain of the Group's major shareholders and taking advice from BDO. Potential awards and performance criteria have been benchmarked against share incentive schemes for other AIM companies.

The Group's Remuneration Committee has made these awards so that the key people to lead the business into the future are appropriately incentivised in a manner that aligns with the interests of the Group's shareholders. The new LTIP will replace the two existing LTIPs established in 2018 (and subsequently re-based in 2020) and in 2021 in full, with all awards made under those LTIPs cancelled.

Under the new LTIP, Gear4music Limited, ("G4M Ltd"), a wholly owned subsidiary of the Company, will issue 1,038,000 'E' ordinary shares of one pence each ("E Shares"), which are non-voting, non-dividend, restricted shares to the relevant individuals. The initial subscription cost is paid by the relevant individual with the proceeds received from the redemption by G4M Ltd of the 'C' ordinary shares of one pence each and 'D' ordinary shares of ten pence each from the 2018 and 2021 LTIPs respectively at their nominal value. Any excess owed to the relevant individual will be paid in cash; any excess owed by the relevant individual for the subscription cost of E Shares will be paid by way of a small cash bonus.

These E Shares will vest subject to achieving certain share price targets between 2026 and 2030, at which point the E Shares can be exchanged on a one-for-one basis for new ordinary shares in the Company ("Ordinary Shares"). The weighted average vesting period over the life of the new LTIP is five years from the date of grant, being 21 July 2023.

Further details of the new LTIP are as follows:

Financial year ending 31 March

Vesting date

Share price target

No. E Shares vesting

2026

27 July 2026

£3

207,600

2027

26 July 2027

£5

207,600

2028

24 July 2028

£7

207,600

2029

30 July 2029

£10

207,600

2030

29 July 2030

£13

207,600



Total

1,038,000

 

The Group's executive directors (each of whom is also a PDMR), along with certain other members of the Group's senior management team, are participating in the new LTIP. The PDMRs that are participating are detailed below:

 

Individual

Title / role

No. E Shares awarded

Andrew Wass

Chief Executive Officer

250,000

Chris Scott

Chief Financial Officer

250,000

Gareth Bevan

Chief Commercial Officer

250,000


Total

750,000

Together with 74,892 options granted under the Company's CSOP scheme which are outstanding to be exercised, the share awards made under the new LTIP would represent a maximum dilution of 5.3% and 5.0% of the Group's existing and fully diluted issued share capital respectively, over the seven year period and assuming all vesting criteria are met, and all participants remain with the business.

 

- Ends -

Enquiries:

Gear4music

Andrew Wass, Chief Executive Officer

Chris Scott, Chief Financial Officer

 

+44 (0)20 3405 0205

Singer Capital Markets - Nominated Adviser and Sole Broker

Peter Steel/Sam Butcher, Corporate Finance

Tom Salvesen, Corporate Broking

 

+44 (0)20 7496 3000

 

Alma PR - Financial PR

David Ison

Joe Pederzolli

Josh Royston

+44 (0)20 3405 0205

Gear4music@almapr.co.uk

 

 

About Gear4music (Holdings) plc

Operating from a Head Office in York, Distribution Centres in York, Bacup, Sweden, Germany, Ireland & Spain, and showrooms in York, Bacup, Sweden & Germany, the Group sells own-brand musical instruments and music equipment alongside premium third-party brands including Yamaha, Roland and Roland, to customers ranging from beginners to musical enthusiasts and professionals, in the UK, Europe and 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.

 

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

 

 Andrew Wass

2

Reason for the notification

a)

 

Position/status

Chief Executive Officer and PDMR

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 E Shares in subsidiary company 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)

 

 

 

27 July 2026

£nil

50,000

 

 

 

26 July 2027

£nil

50,000

 

 

 

24 July 2028

£nil

50,000

 

 

 

30 July 2029

£nil

50,000

 

 

 

29 July 2030

£nil

50,000

 

 

 

 

 

 

 

d)

 

Aggregated information


 


- Aggregated volume

250,000

 


- Price

£nil

 


e)

 

Date of the transaction

21 July 2023

f)

Place of the transaction

Off-market transaction

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

 

Name

 

 Chris Scott

2

Reason for the notification

a)

 

Position/status

Chief Financial Officer and PDMR

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 E Shares in subsidiary company 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)

 

 

 

27 July 2026

£nil

50,000

 

 

 

26 July 2027

£nil

50,000

 

 

 

24 July 2028

£nil

50,000

 

 

 

30 July 2029

£nil

50,000

 

 

 

29 July 2030

£nil

50,000

 

 

 

 

 

 

 

d)

 

Aggregated information


 


- Aggregated volume

250,000

 


- Price

£nil

 


e)

 

Date of the transaction

21 July 2023

f)

Place of the transaction

Off-market transaction

 

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 PDMR

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 E Shares in subsidiary company 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)

 

 

 

27 July 2026

£nil

50,000

 

 

 

26 July 2027

£nil

50,000

 

 

 

24 July 2028

£nil

50,000

 

 

 

30 July 2029

£nil

50,000

 

 

 

29 July 2030

£nil

50,000

 

 

 

 

 

 

 

d)

 

Aggregated information


 


- Aggregated volume

250,000

 


- Price

£nil

 


e)

 

Date of the transaction

21 July 2023

f)

Place of the transaction

Off-market transaction

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
MSCUUVNROWUBUAR
Find out how to deal online from £1.50 in a SIPP, ISA or Dealing account. AJ Bell logo

Related Charts

Gear4Music (Holdings) PLC (G4M)

0p (0.00%)
delayed 06:56AM