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Franchise Brands PLC (FRAN)

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Wednesday 16 September, 2020

Franchise Brands PLC

Grant under New Share Option Scheme, PDMR Dealings

RNS Number : 0968Z
Franchise Brands PLC
16 September 2020
 

 

16 September 2020

 

Franchise Brands plc

("Franchise Brands" or the "Company")

 

New Share Option Schemes, Grant of Share Options and Director Share Dealings

 

Franchise Brands (AIM: FRAN) announces that its Remuneration Committee yesterday approved the grant of options to employees and directors under two new incentive schemes, a Company Share Option Plan ("CSOP") and a Management Share Option Scheme.  In addition, the Company has been notified of two non-financial movements in the holdings of shares held by two directors, as detailed at the end of this announcement.

 

Company Share Option Plan

 

The Company has established a new CSOP for employees and directors, which will enable them to acquire new ordinary shares of 0.5 pence each in the Company ("Ordinary Shares") subject to certain Company performance criteria being met.  Similar to the Company's existing share option schemes, employees and directors are only able to exercise their options under the CSOP as follows:

 

1)  as to 20 per cent. after reported fully diluted adjusted earnings per share ("EPS") achieves compound annual growth of 8 per cent. over each of the next three financial years;

2)  as to 100 per cent. after reported fully diluted adjusted EPS achieves compound annual growth of 15 per cent. over each of the next three financial years; and

3)  between 20 per cent. to 100 per cent. of their options on a sliding scale basis on EPS growth between the targets in 1) and 2) above.

 

The Company yesterday awarded a total of 1,622,136 options under the CSOP to the majority of employees of the Group, including 238,636 to five executive directors and two senior employees but which have an additional investment condition as detailed below. All these options are exercisable at the  closing mid-market price on 14 September of 88 pence per Ordinary Share (the "Exercise Price") and the options expire on  15 September 2030 if not exercised.

 

The number of options granted to each director and senior employee under the CSOP at the Exercise Price has been determined as being two times the value of Ordinary Shares they have each agreed to acquire in the Company, either by acquiring existing Ordinary Shares in the market or, where this is not possible, through the issue of new Ordinary Shares by the Company at the then prevailing share price (and any such issue of new Ordinary Shares will be announced separately once the shares have been acquired), subject to a maximum of £30,000 of CSOP options each.  These CSOP options will lapse to the extent that the requisite investment into Ordinary Shares has not been made by a pre-determined date (subject to limited exceptions approved by the Remuneration Committee).

 

Details of the options granted to directors under the CSOP are as follows:

 

Director

Position

Number of options granted at 88p

Value of shares to be acquired at market price

Peter Molloy

Managing Director, Metro Rod

34,091

£15,000

Tim Harris

Managing Director, B2C Division

34,091

£15,000

Julia Choudhury

Corporate Development Director

34,091

£15,000

Chris Dent

Chief Financial Officer

34,091

£15,000

Colin Rees

Chief Information Officer

34,091

£15,000

 

 

170,455

£75,000

 

 

 

 

Management Share Option Scheme

 

In addition to the above, the Company has awarded 181,818 options to three executive directors and one senior employee under a new   unapproved "nil cost" Management Share Option Scheme ("Management Scheme"), which will enable them to acquire new Ordinary Shares at their nominal value of 0.5 pence each based on the value of Ordinary Shares they have agreed to acquire in the Company.Options granted under the Management Scheme have the same EPS conditions of exercise as the CSOP as set out above.

 

Similar to the grants to directors and senior employees under the CSOP, the number of options granted to each director and senior employee under the Management Scheme has been determined as being equal to the value of Ordinary Shares they have each agreed to acquire in the Company, either by acquiring existing Ordinary Shares in the market or where this is not possible, through the issue of new Ordinary Shares by the Company at the then prevailing share price (and any such issue of new Ordinary Shares will be announced separately once the shares have been acquired).  Options under the Management Scheme will lapse to the extent that the requisite investment into Ordinary Shares has not been made by a pre-determined date (subject to limited exceptions approved by the Remuneration Committee).

 

Details of the options granted to directors under the Management Scheme are as follows:

 

Director

Position

Number of options granted at nominal value

Value of shares to be acquired at market price

Peter Molloy

Managing Director, Metro Rod

28,409

£25,000

Chris Dent

Chief Financial Officer

17,045

£15,000

Colin Rees

Chief Information Officer

39,773

£35,000

 

 

85,227

£75,000

 

 

 

 

 

Following the grant of all the CSOP options and Management Scheme options set out above, the Company now has options issued over a total of 5,753,302 new Ordinary Shares, representing 6.0   per cent. of the Company's issued share capital.

 

Other Director Share Dealings

 

The Company has been notified that Chris Dent, Chief Financial Officer, has transferred 26,207 Ordinary Shares to his SIPP and he remains the beneficial owner of those shares.

 

In addition, Stephen Hemsley, Executive Chairman, has entered into a share pledge for some Ordinary Shares but his total beneficial ownership of Ordinary Shares remains unchanged.

 

Details of both these transactions are set out in the requisite disclosure forms at the end of this announcement.

 

Enquiries:

 

Franchise Brands plc

+ 44 (0) 1625 813231

Stephen Hemsley, Executive Chairman

 

Chris Dent, Chief Financial Officer

 

Julia Choudhury, Corporate Development Director

 

 

 

Allenby Capital Limited (Nominated Adviser and Joint Broker)

+44 (0) 20 3328 5656

Jeremy Porter / Liz Kirchner

 

 

 

Dowgate Capital Limited (Joint Broker)

+44 (0) 20 3903 7715

James Serjeant / Colin Climie

 

 

 

MHP Communications (Financial PR)

+44 (0) 20 3128 8100

Katie Hunt

+44 (0) 7884 494112

 

[email protected]

 

About Franchise Brands plc

 

Franchise Brands is focused on building market-leading businesses in selected customer segments using primarily a franchise model. The Group currently has a combined network of over 430 franchisees across five franchise brands. Our focus is on established brands which can benefit from our shared support services, specialist sector expertise, management experience and group resources.

 

Franchise Brands' portfolio of market-leading service businesses grew in 2019 with the acquisition of Willow Pumps. The addition of Willow Pumps, a direct labour organisation, represented an important step in expanding Metro Rod and Metro Plumb's range of services to the commercial market.

 

The Group is organised into a B2B division comprised of Metro Rod, Metro Plumb and Willow Pumps, and a B2C division that incorporates ChipsAway, Ovenclean and Barking Mad. This divisional organisation of our brands is designed to provide a greater focus and structure to support the strategic development of our B2B and B2C brands.

 

Each of our brands are leaders in their respective markets and each brand has a long trading history. The combined trading history of all the Group's brands is over 125 years.

 

Franchise Brands plc employs some 260 people across three principal locations in Macclesfield, Kidderminster and Aylesford.

 

For further information, visit www.franchisebrands.co.uk.

 

 

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

Peter Molloy

Tim Harris

Julia Choudhury

Chris Dent

Colin Rees

2

Reason for the notification

a)

Position/status

Executive Directors

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Franchise Brands plc

b)

LEI

213800CFRX6CJ8LCKN37

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

Options over ordinary shares of 0.5p each in Franchise Brands plc

 

Identification code (ISIN) for Franchise Brands plc ordinary shares: GB00BD6P7Y24

b)

Nature of the transaction

Grant of options over ordinary shares

 

c)

Price(s) and volume(s)

 Price(s)

Volume(s)

88p

170,455

d)

Aggregated information

- Aggregated volume

- Price

Peter Malloy - 34,091 at 88p

Tim Harris - 34,091 at 88p

Julia Choudhury - 34,091 at 88p

Chris Dent - 34,091 at 88p

Colin Rees - 34,091 at 88p

e)

Date of the transaction

15 September 2020

f)

Place of the transaction

Outside a trading venue

 

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Peter Molloy

Chris Dent

Colin Rees

2

Reason for the notification

a)

Position/status

Executive Directors

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Franchise Brands plc

b)

LEI

213800CFRX6CJ8LCKN37

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

Options over ordinary shares of 0.5p each in Franchise Brands plc

 

Identification code (ISIN) for Franchise Brands plc ordinary shares: GB00BD6P7Y24

b)

Nature of the transaction

Grant of options over ordinary shares

 

c)

Price(s) and volume(s)

 Price(s)

Volume(s)

0.5p

85,227

d)

Aggregated information

- Aggregated volume

- Price

Peter Molloy - 28,409 at 0.5p

Chris Dent - 17,045 at 0.5p

Colin Rees - 39,773 at 0.5p

e)

Date of the transaction

15 September 2020

f)

Place of the transaction

Outside a trading venue

 

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

John Christopher Dent

2

Reason for the notification

a)

Position/status

Chief Financial Officer

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Franchise Brands plc

b)

LEI

213800CFRX6CJ8LCKN37

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 0.5p each in Franchise Brands plc

 

Identification code (ISIN) for Franchise Brands plc ordinary shares: GB00BD6P7Y24

b)

Nature of the transaction

Change of registered owner (transfer to SIPP)

 

c)

Price(s) and volume(s)

 Price(s)

Volume(s)

90p

26,207

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

14 September 2020

f)

Place of the transaction

Outside a trading venue

 

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Stephen Hemsley

2

Reason for the notification

a)

Position/status

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

Franchise Brands plc

b)

LEI

213800CFRX6CJ8LCKN37

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 0.5p each in Franchise Brands plc

 

Identification code (ISIN) for Franchise Brands plc ordinary shares: GB00BD6P7Y24

b)

Nature of the transaction

Share pledge to EFG Private Bank Limited (the registered and beneficial owner of the shares subject to the pledge is unchanged and retains full voting rights)

  c)

Price(s) and volume(s)

 Price(s)

Volume(s)

n/a

1,397,862

d)

Aggregated information

- Aggregated volume

- Price

n/a

 

e)

Date of the transaction

15 September 2020

f)

Place of the transaction

n/a

 

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