Grant of Options and Issue of Shares
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For Immediate Release |
3 February 2025 |
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boohoo group plc
("boohoo" or the "Company")
Grant of Options, Issue of Shares and Directors' Dealing
boohoo group plc (AIM: BOO), a leading online fashion group, announces that options over a total of 8,293,104 Ordinary Shares of 1 pence each ("Shares") were granted to Dan Finley, Group Chief Executive Officer, and Stephen Morana, Group Chief Financial Officer today, 3 February 2025.
In addition, the Company has issued 275,864 ordinary shares of 1 pence each ("New Ordinary Shares") to its Non‐Executive Directors as part of their compensation package.
Grant of Options (the "Awards")
Nil cost options over 1,000,000 Shares were granted to Dan Finley pursuant to the Company's Discretionary Share Award Plan, equating to 0.07% of the issued share capital. This award forms part of Dan's remuneration as Chief Executive of Debenhams prior to his appointment as Group CEO on 1 November 2024. The options vest in three tranches on 28 June 2025, 28 June 2026, and 28 June 2027.
In addition, nil cost options over 3,793,104 Shares were granted today to Dan Finley and 3,500,000 to Stephen Morana, equating to 0.52 % of the issued share capital. These awards form part of the terms and conditions of Dan and Stephen's appointments as Group CEO and Group CFO. Dan's Award vests and becomes exercisable immediately. Stephen's Award, which was conditional upon continued employment 12 months after his appointment as Group CFO on 19 February 2024, vests and becomes exercisable on 19 February 2025.
The Awards will be satisfied by the Company's Employee Benefit Trust and there is no dilutive impact on shareholders.
Dan and Stephen are not participants in the Company's Growth Share Plan announced on 8 March 2023.
Following this grant, Dan and Stephen's interests in the Company's Shares are as follows:
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Director |
Shares held personally |
Shares under option in LTIP |
Shares held under SIP |
Shares under option in SAYE |
Shares under option in DSP |
Shares under option in Conditional Award |
Total interest |
% of issued share capital |
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Dan Finley |
290,806 |
- |
- |
60,000 |
3,123,340
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4,658,441 |
8,132,587 |
0.58% |
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Stephen Morana |
129,097 |
- |
- |
- |
- |
3,500,000 |
3,629,097 |
0.26% |
Issue of Shares
A total of 275,864 New Ordinary Shares were issued at an effective price of 29.00 pence under the terms of the Non-Executive Directors' letter of appointment which requires compensation to be made partly in cash and partly in Ordinary Shares.
The New Ordinary Shares represent the share compensation due for the financial year ending 28 February 2025 and are subject to lock in provisions for as long as the recipient remains a director of boohoo.
The details of the issuance are set out below:
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Director |
Value of the share issuance |
Number of New Ordinary Shares Issued |
Number of Ordinary Shares held following the issuance |
Percentage of the Ordinary Issue Share Capital (%)
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Iain McDonald |
£20,000 |
68,966 |
879,839 |
0.063 |
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Tim Morris |
£20,000 |
68,966 |
144,701 |
0.010 |
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Kirsty Britz |
£10,000 |
34,483 |
94,548 |
0.007 |
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Alistair McGeorge |
£20,000 |
68,966 |
127,644 |
0.009 |
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John Goold |
£10,000 |
34,483 |
63,956 |
0.005 |
Trading in the New Ordinary Shares, which will rank pari passu in all respects with the existing Ordinary Shares, is expected to commence on or around 6 February 2025.
Total Voting Rights
Following admission of the New Ordinary Shares, the total number of ordinary shares and voting rights in the Company will be 1,397,216,579. The Company does not hold any shares in treasury.
The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
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Enquiries |
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boohoo group plc
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Stephen Morana, Chief Financial Officer |
Tel: +44 (0)161 233 2050 |
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Victoria Huxster, Head of Investor Relations |
Tel: +44 (0)161 233 2050 |
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Zeus Capital - Nominated adviser and joint broker |
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Nick Cowles / Dan Bate / James Edis |
Tel: +44 (0)161 831 1512 |
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Benjamin Robertson |
Tel: +44 (0)20 3829 5000 |
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HSBC - Joint broker |
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Anthony Parsons / Alex Thomas / Chloe Ponsonby / James Hopton |
Tel: +44 (0)20 7991 8888 |
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Headland - Financial PR adviser |
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Susanna Voyle / Will Smith |
Tel: +44 (0)20 3725 7514 |
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About boohoo group plc
"Leading the fashion eCommerce market"
Founded in Manchester in 2006, boohoo group is a fashion forward, inclusive and innovative business. The Group's brands are complementary, vibrant and scalable, delivering inspirational, on-trend fashion to our customers 24/7. The diversity of our brands, including the group's 5 core brands, boohoo, boohooMAN, PrettyLittleThing, Karen Millen and Debenhams, enable us to serve a broad customer base, globally, with a primary focus on the UK and US markets. Since its acquisition in 2021, Debenhams has been transformed from a retailer into a digital marketplace with a capital-light, low-risk operating model and a focus on fashion, beauty as well as home. Boohoo group is concentrated on driving sustainable, profitable growth with technology and automation increasing efficiency across the business.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
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1 |
Details of the person discharging managerial responsibilities / person closely associated
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a) |
Name |
Dan Finley
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2 |
Reason for the notification
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a) |
Position/status
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Group Chief Executive Officer
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b)
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Initial notification /Amendment |
Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a) |
Name |
boohoo group plc
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b) |
LEI |
213800SZF3KFCECWY243 |
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4
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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
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a)
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Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each
ISIN: JE00BG6L7297
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b) |
Nature of the transaction |
Grant of Options
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information - Aggregated volume - Price |
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e) |
Date of the transaction |
3 February 2025
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f) |
Place of the transaction |
Outside of a trading venue
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1 |
Details of the person discharging managerial responsibilities / person closely associated
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a) |
Name |
Stephen Morana
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2 |
Reason for the notification
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a) |
Position/status
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Group Chief Financial Officer
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b)
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Initial notification /Amendment |
Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a) |
Name |
boohoo group plc
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b) |
LEI |
213800SZF3KFCECWY243 |
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4
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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
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a)
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Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each
ISIN: JE00BG6L7297
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b) |
Nature of the transaction |
Grant of Options
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information - Aggregated volume - Price |
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e) |
Date of the transaction |
3 February 2025
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f) |
Place of the transaction |
Outside of a trading venue
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1 |
Details of the person discharging managerial responsibilities / person closely associated
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a) |
Name |
i. Iain McDonald ii. Tim Morris iii. Kirsty Britz iv. Alistair McGeorge v. John Goold
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2 |
Reason for the notification
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a) |
Position/status
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i. Non-Executive Director ii. Chair and Non-Executive Director iii. Non-Executive Director iv. Non-Executive Director v. Non-Executive Director
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b)
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Initial notification /Amendment |
Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a) |
Name |
boohoo group plc
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b) |
LEI |
213800SZF3KFCECWY243 |
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4
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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
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a)
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Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 1p each
ISIN: JE00BG6L7297
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b) |
Nature of the transaction |
Issue of shares as part of compensation
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information - Aggregated volume - Price |
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e) |
Date of the transaction |
3 February 2025 |
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f) |
Place of the transaction |
Outside of a trading venue
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