Adoption of new share option scheme
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
8 October 2019
Zoetic International plc
("Zoetic International" or the "Company")
Adoption of new share option scheme
Director/PDMR shareholding
Zoetic International, the London listed vertically integrated CBD and natural resources company, announces that it has adopted a share option scheme, which includes an EMI scheme, under which all of the Company's employees will be eligible for awards. In line with the provisions announced at the Company's AGM on 19 August, the share option scheme sets challenging performance targets, but is designed to align the interests of the Company's employees with its shareholders.
The Company announces that it has today granted 7,155,000 share options ("Options") to certain of its Directors and employees pursuant to the share option scheme (which in aggregate represent 4.8 per cent of the Company's issued share capital). Each Option will provide the holder the right to one new ordinary share on its exercise. As announced at the Company's AGM, the Options have an exercise price of 10 pence per share, being the most recent price at which the Company issued new equity prior to the AGM, and shall vest over three years from the date of grant subject to continued employment and these performance conditions:
(i) 50 per cent of the Options will vest at any time after the second anniversary of grant if the 30 day volume-weighted price of the Company's ordinary shares ("VWAP") is 14 pence or more per share;
(ii) a further 50 per cent of the Options will vest at any time after the second anniversary of grant if the 30 day VWAP is 18 pence or more per share, this part of the award will vest in full; and
(iii) if condition (ii) is not satisfied but, by the third anniversary of grant, the VWAP is between 14 pence and 18 pence per share, the remaining Options will vest on a pro-rated straight-line basis (or will otherwise lapse).
Once vested, the Options expire on the tenth anniversary of the date of grant if not exercised.
The share option scheme will comprise an important aspect of Zoetic International's remuneration philosophy and allows all employees to share in the Company's success when the business strategy is executed successfully. The Company believes that these awards will give its employees the opportunity to build up a meaningful shareholding in Zoetic International which further aligns their interest with shareholders and will help maintain the culture within Zoetic International which encourages strong and sustained corporate performance that drives absolute returns to shareholders over the longer-term.
Pursuant to the share option scheme, Nick Tulloch, Zoetic International's Chief Executive Officer, has been granted options over 2,000,000 ordinary shares and Paul Mendell, Chairman, has been granted options over 1,000,000 ordinary shares.
The intention of the Company is that the aggregate number of options that may be issued or reserved for issuance pursuant to the share option scheme (or any other share schemes that the Company may in the future operate) may not exceed 10 per cent of the Company's issued share capital. In recognition of this, certain long-standing members of staff have surrendered an aggregate of 450,000 awards of options made to them previously as a condition of participating in this share option scheme.
The Company may in future award additional options to new joiners or to award exceptional performance but will keep within the above limit on the aggregate number of options.
Nick Tulloch, Chief Executive of Zoetic International, said: "The Board recognises the importance of retaining our key employees and also aligning their interests with those of our shareholders. The establishment of the share option scheme will be an important part of the Company's remuneration strategy going forward. Every member of our team provides a valuable contribution and our policy is therefore that all of our employees will be eligible to receive share options. We are determined to deliver value for our shareholders and the ambitious targets we have set within the scheme reflect the confidence that we have in our business plan."
**ENDS**
Enquiries
Zoetic International plc +44 (0) 1738 472 029
Nick Tulloch
IFC Advisory Ltd +44 (0) 20 3934 6630
Tim Metcalfe
Graham Herring
Florence Chandler
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a) |
Name |
Nick Tulloch |
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2 |
Reason for the notification |
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a) |
Position/status |
Chief Executive Officer |
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b) |
Initial notification/Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Zoetic International plc |
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b) |
LEI |
213800RGK8LNU9RGMT89 |
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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 |
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a) |
Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 1p per share par value
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b) |
Nature of the transaction |
Grant of Options under the Zoetic International plc EMI share option plan |
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information
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2,000,000 ordinary shares of 1p per share par value
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e) |
Date of the transaction |
8 October 2019 |
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f) |
Place of the transaction |
Outside a trading venue |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a) |
Name |
Paul Mendell |
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2 |
Reason for the notification |
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a) |
Position/status |
Chairman |
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b) |
Initial notification/Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Zoetic International plc |
||||
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b) |
LEI |
213800RGK8LNU9RGMT89 |
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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 per share par value
|
||||
|
b) |
Nature of the transaction |
Grant of Options under the Zoetic International plc EMI share option plan |
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c) |
Price(s) and volume(s) |
|
||||
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d) |
Aggregated information
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1,000,000 ordinary shares of 1p per share par value
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e) |
Date of the transaction |
8 October 2019 |
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f) |
Place of the transaction |
Outside a trading venue |
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