Grant of Options, Directors' Dealings and TVR
|
FOR IMMEDIATE RELEASE |
5 July 2022 |
boohoo group plc
("boohoo" or "the Company" or "the Group")
Grant of Options, Directors' Dealings and Total Voting Rights
boohoo group plc (AIM: BOO), a leading online fashion group, announces that it has granted a total of 28,753,210 options on 1 July 2022 pursuant to the Company's Discretionary Share Award Plan ('DSAP') and the Company's Long Term Incentive Plan ('LTIP')
DSAP Awards
Nil cost options over a total of 5,427,077 Ordinary Shares of 1 pence each ("Shares") were granted to 196 employees pursuant to Company's Discretionary Share Award Plan, equating to 0.43% of the current issued share capital. The options granted have a vesting period of three years.
LTIP Awards
Options over a total of 23,326,133 Shares were granted to 48 senior managers pursuant to the Company's Long Term Incentive Plan ('LTIP'), equating to 1.84% of the current issued share capital. The options were granted at an exercise price of 1 pence per Share on 1 July 2022.
The options granted have a vesting period of three years ending on 1 July 2025 and vesting is dependent on meeting challenging performance conditions, including specific and measurable ESG and TSR related targets. As a result, the performance conditions will have the following weightings: TSR (40%), EPS (20%), revenue (20%), and ESG (20%).
The grant includes options over an aggregate of 6,721,143 Shares to Mahmud Kamani (Group Executive Chairman), Carol Kane (Group Executive Director), John Lyttle (Chief Executive Officer) and Neil Catto (Chief Financial Officer) as detailed in the table below and, following this grant, their interest in Shares is as follows*:
|
Director |
Shares held personally |
Shares under option in LTIP |
Shares held under SIP |
Shares under option in SAYE |
Shares under option in DBP |
Total interest* |
% of issued share capital* |
|
Mahmud Kamani |
157,979,880 |
1,738,230 |
0 |
0 |
0 |
159,718,110 |
12.58% |
|
Carol Kane |
33,330,421 |
1,738,230 |
0 |
0 |
0 |
35,068,651 |
2.77% |
|
John Lyttle |
188,172 |
2,375,568 |
4,994 |
8,297 |
593,425 |
3,170,456 |
0.25% |
|
Neil Catto |
79,735 |
1,790,776 |
15,503 |
8,297 |
192,983 |
2,170,671 |
0.16% |
*Mahmud Kamani, Carol Kane and Neil Catto also have an interest in Shares through the Management Incentive Plan and John Lyttle through the Growth Share Plan, as previously announced.
Total Voting Rights
As at 4 July 2022 the total number of ordinary shares of 1p each ("Ordinary Shares") and voting rights in the Company is 1,267,840,355. No Ordinary Shares are held in treasury. This figure for total number of Ordinary Shares may be used by shareholders 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 Company under the Financial Conduct Authority's Disclosure Rules and Transparency Rules.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
Further details are set out in the below notification, made in accordance with the requirements of the UK Market Abuse Regulation.
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||
|
a) |
Name |
Mahmud Kamani |
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|
2 |
Reason for the notification |
|||||||
|
a) |
Position/status |
Group Executive Chairman |
||||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
Boohoo Group plc |
||||||
|
b) |
LEI |
213800SZF3KFCECWY243 |
||||||
|
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 |
Ordinary shares of 1p
ISIN: JE00BG6L7297 |
||||||
|
b) |
Nature of the transaction |
Grant of shares under option in the Company's LTIP |
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated information - Aggregated volume - Price |
|
||||||
|
e) |
Date of the transaction |
1 July 2022 |
||||||
|
f) |
Place of the transaction |
Outside of a trading venue |
||||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||
|
a) |
Name |
Carol Kane |
||||||
|
2 |
Reason for the notification |
|||||||
|
a) |
Position/status |
Group Executive Director |
||||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
Boohoo Group plc |
||||||
|
b) |
LEI |
213800SZF3KFCECWY243 |
||||||
|
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 |
Ordinary shares of 1p
ISIN: JE00BG6L7297 |
||||||
|
b) |
Nature of the transaction |
Grant of shares under option in the Company's LTIP |
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated information - Aggregated volume - Price |
|
||||||
|
e) |
Date of the transaction |
1 July 2022 |
||||||
|
f) |
Place of the transaction |
Outside of a trading venue |
||||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||
|
a) |
Name |
John Lyttle |
||||||
|
2 |
Reason for the notification |
|||||||
|
a) |
Position/status |
Group CEO |
||||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
Boohoo Group plc |
||||||
|
b) |
LEI |
213800SZF3KFCECWY243 |
||||||
|
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 |
Ordinary shares of 1p
ISIN: JE00BG6L7297 |
||||||
|
b) |
Nature of the transaction |
Grant of shares under option in the Company's LTIP |
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated information - Aggregated volume - Price |
|
||||||
|
e) |
Date of the transaction |
1 July 2022 |
||||||
|
f) |
Place of the transaction |
Outside of a trading venue |
||||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||
|
a) |
Name |
Neil Catto |
||||||
|
2 |
Reason for the notification |
|||||||
|
a) |
Position/status |
Group CFO |
||||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
Boohoo Group plc |
||||||
|
b) |
LEI |
213800SZF3KFCECWY243 |
||||||
|
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 |
Ordinary shares of 1p
ISIN: JE00BG6L7297 |
||||||
|
b) |
Nature of the transaction |
Grant of shares under option in the Company's LTIP |
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated information - Aggregated volume - Price |
|
||||||
|
e) |
Date of the transaction |
1 July 2022 |
||||||
|
f) |
Place of the transaction |
Outside of a trading venue |
||||||
-ends-
|
Enquiries |
|
|
boohoo group plc |
|
|
Neil Catto, Chief Financial Officer |
Tel: +44 (0)161 233 2050 |
|
Alistair Davies, Investor Relations |
Tel: +44 (0)161 233 2050 |
|
Clara Melia, Investor Relations |
Tel: +44 (0)20 3289 5520 |
|
Mark Mochalski, Investor Relations |
Tel: +44 (0)20 3239 6289 |
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|
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|
Zeus Capital - Nominated adviser and joint broker |
|
|
Nick Cowles / Andrew Jones |
Tel: +44 (0)161 831 1512 |
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Benjamin Robertson |
Tel: +44 (0)20 3829 5000 |
|
|
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|
|
|
|
Jefferies - Joint broker |
|
|
Philip Noblet / Max Jones |
Tel: +44 (0)20 7029 8000 |
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|
|
|
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|
|
Buchanan - Financial PR adviser |
boohoo@buchanan.uk.com |
|
Richard Oldworth / Kim Looringh-van Beeck / Toto Berger |
Tel: +44 (0)20 7466 5000 |
About boohoo group plc
"Leading the fashion eCommerce market"
Founded in Manchester in 2006, boohoo is an inclusive and innovative global brand targeting young, value-orientated customers, pushing boundaries to bring its customers up-to-date and inspirational fashion, 24/7.
In 2017, the group extended its customer offering through the acquisitions of the vibrant fashion brand PrettyLittleThing and free-thinking brand Nasty Gal. In March 2019, the group acquired the MissPap brand, in August 2019 the Karen Millen and Coast brands and in June 2020 the Warehouse and Oasis brands, all complementary to the group's scalable, multi-brand platform. In January 2021, the group acquired the intellectual property assets of Debenhams, with the goal of transforming a leading UK fashion and beauty retailer into a digital department store and marketplace through a new capital-light and low-risk operating model. In February 2021, the group acquired the intellectual property assets of UK brands Dorothy Perkins, Wallis and Burton. As at 28 February 2022, the boohoo group had 20 million active customers across all its brands around the world.
Cautionary Statement
Certain statements included or incorporated by reference within this announcement may constitute "forward-looking statements" in respect of the group's operations, performance, prospects and/or financial condition. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words and words of similar meaning as "anticipates", "aims", "due", "could", "may", "will", "should", "expects", "believes", "intends", "plans", "potential", "targets", "goal" or "estimates". By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions and actual results or events may differ materially from those expressed or implied by those statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No responsibility or obligation is accepted to update or revise any forward-looking statement resulting from new information, future events or otherwise. Nothing in this announcement should be construed as a profit forecast. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares or other securities in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares or other securities of the Company. Past performance cannot be relied upon as a guide to future performance and persons needing advice should consult an independent financial adviser. Statements in this announcement reflect the knowledge and information available at the time of its preparation. Liability arising from anything in this announcement shall be governed by English law. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.
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