Grant of Options

Engage XR Holdings PLC

03 August 2023

 

ENGAGE XR Holdings plc

("ENGAGE XR" or the "Group")

Grant of Options

ENGAGE XR Holdings Plc (AIM: EXR), a leading metaverse technology company, is pleased to announce the grant of options over a total of 38,700,000 new ordinary shares of €0.001 each in the capital of the Company ("Ordinary Shares") ("Options"). Options have been granted to David Whelan, Chief Executive Officer, Sandra Whelan, Chief Operating Officer and Seamus Larrissey, Chief Financial Officer, as well as to many of the Group's employees.

Following the successful completion of the equity placing earlier this year, the Remuneration Committee has been evaluating appropriate solutions to put in place suitable longer-term incentives aimed at aligning the interests of employees and shareholders. The option grant will also assist with the retention and motivation of key employees of the Company as the Company looks to deliver against the strategic opportunity outlined at the time of the placing. The Options will provide the potential for rewards only if shareholders benefit from sustained growth in shareholder value over the coming years.

The Options have been granted at a price of 4 pence each and cannot be exercised for at least three years from the date of grant (other than on a change of control).

The Options have performance criteria linked to the future share price performance of the Company with:

-      One third of the Options being capable of exercise if the five day volume-weighted average price preceding the date of such exercise was 12 pence or higher; and

-      One third of the Options being capable of exercise if the five day volume-weighted average price preceding the date of such exercise was 16 pence or higher; and

-      One third of the Options being capable of exercise if the five day volume-weighted average price preceding the date of such exercise was 20 pence or higher.

The Options will vest in full on a change of control provided a minimum price threshold of 10 pence per share is met.

David Whelan and Sandra Whelan have each been granted 13,000,000 options and Seamus Larrissey has granted 3,200,000 options. Following this grant, the shareholding and options held are as follows:

Director	Existing shareholding	% of ISC	Existing options held	Options granted	Total number of Options held	Aggregate shareholding  & options	% of fully diluted  ISC
David Whelan	38,665,000	7.4%	-	13,000,000	13,000,000	51,665,000	9.1%
Sandra Whelan	38,665,000	7.4%	-	13,000,000	13,000,000	51,665,000	9.1%
Seamus Larrissey	88,000	0.02%	910,940	3,200,000	4,110,940	4,198,940	0.7%

Following the grant of these Options, the Company has a total of 42,133,473 shares under option representing approximately 8.0% of the Company's current issued share capital.

Richard Cooper, Chair of ENGAGE XR said:

"Following our successful equity raise and positive trading momentum the Group has experienced, after consulting with institutional shareholders I am pleased confirm that the Groups' Remuneration Committee has approved this grant of options. We have a fantastic team here at ENGAGE XR and it is imperative they are adequately rewarded in recognition of their very significant efforts in delivering on the undoubted opportunity before us."

For further information contact:

ENGAGE XR Holdings Plc David Whelan, CEO Séamus Larrissey, CFO Sandra Whelan, COO	Tel: [phone] [e-mail]
finnCap Ltd (Nominated Adviser & Joint Broker) Marc Milmo/ Seamus Fricker (Corporate Finance) Sunila de Silva (ECM)	Tel: [phone]
Shard Capital Partners LLP (Joint Broker) Damon Heath / Erik Woolgar	Tel: [phone]
SEC Newgate (Financial Communications) Robin Tozer / Naz Zandi	Tel: [phone] [e-mail]

About ENGAGE XR

ENGAGE XR Holdings plc (AIM: EXR) is metaverse technology company focused on becoming a leading global provider of virtual communications solutions through its new fully featured corporate metaverse, ENGAGE Link. 

A demonstration of ENGAGE Link is https://www.youtube.com/watch?v=ITtz7ErWhMs&t=2s

The Company also has a proprietary software platform, ENGAGE. ENGAGE provides users with a platform for creating, sharing, and delivering VR content for education, training, and online events through its three solutions: Virtual Campus, Virtual Office, and Virtual Events. 

For further information, please visit: www.engagexrholdings.com (LinkedIn: @Engage XR Holdings plc Twitter: @engage_xr)

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them are set out below pursuant to the EU Market Abuse regulation.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	David Whelan
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ENGAGE XR Holdings plc
b)	LEI	213800ESSTWEXIN22767
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: IE00BG0HDR01
b)	Nature of the transaction	Grant of Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 4 pence 13,000,000
d)	Aggregated information - Aggregated volume - Price	See 4 (c)
e)	Date of the transaction	2 August 2023
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Sandra Whelan
2	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ENGAGE XR Holdings plc
b)	LEI	213800ESSTWEXIN22767
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: IE00BG0HDR01
b)	Nature of the transaction	Grant of Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 4 pence 13,000,000
d)	Aggregated information - Aggregated volume - Price	See 4 (c)
e)	Date of the transaction	2 August 2023
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Seamus Larrissey
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ENGAGE XR Holdings plc
b)	LEI	213800ESSTWEXIN22767
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: IE00BG0HDR01
b)	Nature of the transaction	Grant of Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 4 pence 3,200,000
d)	Aggregated information - Aggregated volume - Price	See 4 (c)
e)	Date of the transaction	2 August 2023
f)	Place of the transaction	Outside a trading venue

 

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