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MySale Group PLC (MYSL)

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Thursday 05 December, 2019

MySale Group PLC

Management Incentive Scheme and Issue of Equity

RNS Number : 7891V
MySale Group PLC
05 December 2019
 

5 December 2019 

 

MySale Group plc

 

(the "Company", "MySale" or the "Group")

 

Management Incentive Scheme and Issue of Equity

  

MySale Group plc (AIM: MYSL) (''the Group''), the leading international online retailer, announces that, as previously communicated on 20 August 2019 and 2 September 2019, the Company has implemented a management incentive scheme (the "Scheme") for its Directors, Non-executive Directors and senior management to align their incentives with the Company's long-term growth strategy following the recent strategic realignment. The Scheme will comprise 33,075,731 share awards under a Joint Share Ownership Plan ("JSOP Awards"), the Mysale Loan Share Plan ("Loan Share Plan") and the Share Option Scheme ("Share Option Scheme") (together, the "Share Awards"). The Company has issued 22,533,118 ordinary shares, 4,542,614 to MySale Group Trustee Limited, in its capacity as the trustee of the MySale Group Plc Employee Benefit Trust ("EBT") in accordance with the terms of the Scheme, and 17,990,504 directly to those directors and PDMR's taking part in the Loan Share Plan. These shares, in addition to the existing 3,000,000 ordinary shares already held in the EBT, will be used to satisfy the Share Awards, subject to the performance criteria being met.

 

The shares held in the EBT do not carry any voting rights until vested. The exercise of any Share Awards will be subject to achievement of the applicable vesting conditions during the vesting period.

On the sale of a Share Award share, the participant is entitled to the sale proceeds in excess of the exercise price per share. The EBT is entitled to the balance of the sale proceeds. This permits holders of Share Awards to benefit from the growth in value of an Ordinary Share above the Share Award exercise price.

The Company has issued Share Awards to the directors and PDMR's as set out in the table below:

 

 

Name

Share Award

Number of Ordinary Shares

Vesting period of Share Award

Exercise Price*

Vesting Price

Lock-in period

Charles Butler

Share Option Scheme
JSOP Award

11,250,000

3 years from issue

2 pence

50% at 5p 50% at 10p

3 years from issue

Dow Famulak

Share Option Scheme
JSOP Award

3,835,227

3 years from issue

3.52 pence

50% at 5p 50% at 10p

3 years from issue

Wally Muhieddine

Loan Share Plan

3,835,227

3 years from issue

3.52 pence

50% at 5p 50% at 10p

3 years from issue

Kevin Cliffe

Loan Share Plan

3,759,702

3 years from issue

3.52 pence

50% at 5p 50% at 10p

3 years from issue

James Lees

Loan Share Plan

2,255,821

3 years from issue

3.52 pence

50% at 5p 50% at 10p

3 years from issue

Gavin Cliffe

Loan Share Plan

3,759,702

3 years from issue

3.52 pence

50% at 5p 50% at 10p

3 years from issue

Winky Sarwana

Loan Share Plan

2,631,791

3 years from issue

3.52 pence

50% at 5p 50% at 10p

3 years from issue

Deepak Nand

Loan Share Plan

1,748,261

3 years from issue

3.52 pence

50% at 5p 50% at 10p

3 years from issue

 

*The grant of the Share Awards to Charles Butler was agreed at the time of the Open Offer at an issue price of 2 pence per share which was announced on 2 September 2019, therefore the exercise price has been set at the Open Offer price. The exercise Price of the Share Awards granted to the other Share Award participants has been set at the closing mid-market price on the dealing day before the date of grant.

 

 

Total Voting Rights

 

Application has been made for admission of 22,533,118 ordinary shares to trading on AIM, with an anticipated admission date of 11 December 2019. Following admission of the shares the Company's total issued share capital will be 817,240,853 Ordinary Shares.

 

Therefore, the total number of voting rights in the Company is 809,698,239. This figure 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 FCA's Disclosure and Transparency Rules.

 

                                                               

MySale Group Plc           

Carl Jackson, Chief Executive Officer

                  +61 (0) 414 817 843

                               

 

N+1 Singer (Nomad and Broker)                                                                                         +44 (0) 20 7496 3000

Mark Taylor

Justin McKeegan

 

MHP Communications (Financial PR Adviser)                                                              +44 (0) 20 3128 8570

Simon Hockridge

Giles Robinson

Pete Lambie

 

 

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.        

 

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

Name

Charles Butler

2

Reason for the notification

a)

Position/status

Non-Executive Chairman (PDMR)

b)

Initial notification /Amendment

Initial

3

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

a)

Name

MySale Group plc

b)

LEI

213800BXZGPMK9JIXO84

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

 

(i)           Options over Ordinary Shares

(ii)          Ordinary Shares held in a joint share ownership plan

 

 

JE00BMH4MR96 

b)

Nature of the transaction

(i) Grant of share options

(ii) Grant of conditional joint ownership interest in ordinary shares

c)

 

Price(s) and volume(s)

 

Price

Volume

(i)           2.00p

(ii)          2.00p

(i)           5,625,000

(ii)          5,625,000

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A

e)

Date of the transaction

5 December 2019

f)

Place of the transaction

Off market transaction

 

 

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

Name

Wally Muhieddine

2

Reason for the notification

a)

Position/status

Non-Executive Director (PDMR)

b)

Initial notification /Amendment

Initial

3

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

a)

Name

MySale Group plc

b)

LEI

213800BXZGPMK9JIXO84

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

 

(iii)         Ordinary Shares held in a loan share plan

 

 

JE00BMH4MR96 

b)

Nature of the transaction

 

(ii) Grant of conditional ownership in loan share plan

c)

 

Price(s) and volume(s)

 

Price

Volume

(iii)         3.52p

(iii)         3,835,227

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A

e)

Date of the transaction

5 December 2019

f)

Place of the transaction

Off market transaction

 

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

Name

Dow Famulak

2

Reason for the notification

a)

Position/status

Non-Executive Director (PDMR)

b)

Initial notification /Amendment

Initial

3

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

a)

Name

MySale Group plc

b)

LEI

213800BXZGPMK9JIXO84

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

 

(iv)         Options over Ordinary Shares

(v)          Ordinary Shares held in a joint share ownership plan

 

 

JE00BMH4MR96 

b)

Nature of the transaction

(i) Grant of share options

(ii) Grant of conditional joint ownership interest in ordinary shares

c)

 

Price(s) and volume(s)

 

Price

Volume

(iv)         3.52p

(v)          3.52p

(iv)         1,917,613

(v)          1,917,614

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A

e)

Date of the transaction

5 December 2019

f)

Place of the transaction

Off market transaction

 

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

Name

Kevin Cliffe

2

Reason for the notification

a)

Position/status

Trading Director (PDMR)

b)

Initial notification /Amendment

Initial

3

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

a)

Name

MySale Group plc

b)

LEI

213800BXZGPMK9JIXO84

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

 

(vi)         Ordinary Shares held in a loan share plan

 

 

JE00BMH4MR96 

b)

Nature of the transaction

 (ii) Grant of conditional ownership in loan share plan

c)

 

Price(s) and volume(s)

 

Price

Volume

(vi)         3.52p

(vi)         3,759,702

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A

e)

Date of the transaction

5 December 2019

f)

Place of the transaction

Off market transaction

 

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

Name

James Lees

2

Reason for the notification

a)

Position/status

Marketing Director (PDMR)

b)

Initial notification /Amendment

Initial

3

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

a)

Name

MySale Group plc

b)

LEI

213800BXZGPMK9JIXO84

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

 

(vii)        Ordinary Shares held in a loan share plan

 

 

JE00BMH4MR96 

b)

Nature of the transaction

 (ii) Grant of conditional ownership in loan share plan

c)

 

Price(s) and volume(s)

 

Price

Volume

(vii)        3.52p

(vii)        2,255,821

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A

e)

Date of the transaction

5 December 2019

f)

Place of the transaction

Off market transaction

 

 

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

Name

Gavin Cliffe

2

Reason for the notification

a)

Position/status

Chief Technology Officer (PDMR)

b)

Initial notification /Amendment

Initial

3

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

a)

Name

MySale Group plc

b)

LEI

213800BXZGPMK9JIXO84

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

 

(viii)      Ordinary Shares held in a loan share plan

 

 

JE00BMH4MR96 

b)

Nature of the transaction

 (ii) Grant of conditional ownership in loan share plan

c)

 

Price(s) and volume(s)

 

Price

Volume

(viii)      3.52p

(viii)      3,759,702

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A

e)

Date of the transaction

5 December 2019

f)

Place of the transaction

Off market transaction

 

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

Name

Winky Sarwana

2

Reason for the notification

a)

Position/status

Financial Controller (PDMR)

b)

Initial notification /Amendment

Initial

3

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

a)

Name

MySale Group plc

b)

LEI

213800BXZGPMK9JIXO84

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

 

(ix)         Ordinary Shares held in a loan share plan

 

 

JE00BMH4MR96 

b)

Nature of the transaction

 (ii) Grant of conditional ownership in loan share plan

c)

 

Price(s) and volume(s)

 

Price

Volume

(ix)         3.52p

(ix)         2,631,791

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A

e)

Date of the transaction

5 December 2019

f)

Place of the transaction

Off market transaction

 

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

Name

Deepak Nand

2

Reason for the notification

a)

Position/status

Group Finance Manager (PDMR)

b)

Initial notification /Amendment

Initial

3

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

a)

Name

MySale Group plc

b)

LEI

213800BXZGPMK9JIXO84

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

 

(x)          Ordinary Shares held in a loan share plan

 

 

JE00BMH4MR96 

b)

Nature of the transaction

(x) Grant of conditional ownership in loan share plan

c)

 

Price(s) and volume(s)

 

Price

Volume

(x)          3.52p

(x)          1,748,261

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A

e)

Date of the transaction

5 December 2019

f)

Place of the transaction

Off market transaction

 


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