THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
BrandShield Systems Plc
("BrandShield" or the "Company")
Vesting of Options under Long Term Incentive Plan
BrandShield Systems plc (AIM:BRSD), a leading provider of cybersecurity solutions from brand protection to online threat hunting, announces that on 28 September 2022, certain percentages of the Long Term Incentive Plan ("LTIP") performance based options vested in accordance with the terms set out in the LTIP option agreements with certain senior managers in the Company.
The terms of the LTIP options award were announced by the Company on 19 April 2021. Under these terms the LTIP options would vest based on the achievement of Annual Recurring Revenue milestone targets of $7m as at 30 June 2022 and $13m as at 30 June 2023.
Following the publication of the Company's interim results on 28 September 2022, 3 senior managers have qualified for 94.1923% of the First Milestone Options. These options are exercisable into new ordinary shares at the Company upon payment of an exercise price of £0.01, that being the nominal value of the Company's shares. However, they are not exercisable for 3 years from grant (19 April 2024) and have a life to expiry of 10 years (until 19 April 2031).
Further LTIP options ("Second Milestone Options"), awarded to these 3 senior managers, may vest based on Second ARR targets being achieved as at 30 June 2023, the details of which are contained within the Company's announcement of 19 April 2021.
LTIP options have vested in line with the following table:
| Name of Director / PDMR | Number of LTIP Options Originally Granted | Exercise Price | Vesting Conditions | Number of Options Vested based on 30 June 2022 ARR figure |
| Yoav Keren (CEO) | 5,854,580 | £0.01 | 50% on achievement of First ARR target by 30 June 2022. Sliding scale below that to 70% of target achieved. 50% on achievement of Second ARR target by 30 June 2023 with sliding scale below to 70% of target. Catch up on first 50% should 75% of second target be achieved. | 2,757,280 (out of a maximum of 2,927,290) |
| Yuval Zantkeren (CTO) | 5,854,580 | £0.01 | As above | 2,757,280 (out of a maximum of 2,927,290)
|
| Itai Galmor (Chief Revenue Officer) | 2,282,730 | £0.01 | As above | 1,075,077 (out of a maximum of 1,141,365) |
Definitions used in this announcement are as per the 19 April 2021 notification.
For more information contact:
| BrandShield Systems plc Yoav Keren, CEO
| +44 (0)20 3143 8300 |
| Spark Advisory Partners Limited (Nominated Adviser) Neil Baldwin / Andrew Emmott / James Keeshan
| +44 (0)20 3368 3554 |
| Shore Capital (Joint Broker) Toby Gibbs / James Thomas (Corporate Advisory) Henry Willcocks (Corporate Broking)
| +44 (0)20 7408 4090 |
|
| |
**ENDS**
The notification below, made in accordance with the Market Abuse Regulation, provides further details in relation to these PDMR dealings.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Yoav Keren | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Director | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | BrandShield Systems Plc | ||||
| b) | LEI | 213800K5AXTQDWB6BP80 | ||||
| 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 (£0.01) each in the capital of BrandShield Systems Plc ISIN GB00BM97CN29
| ||||
| | Nature of the transaction | Grant of options | ||||
| | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Aggregated price |
2,757,280 £0.01 | ||||
| e) | Date of the transaction | 29 September 2022 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Yuval Zantkeren | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Director | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | BrandShield Systems Plc | ||||
| b) | LEI | 213800K5AXTQDWB6BP80 | ||||
| 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 (£0.01) each in the capital of BrandShield Systems Plc ISIN GB00BM97CN29
| ||||
| | Nature of the transaction | Grant of options | ||||
| | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Aggregated price |
2,757,280 £0.01 | ||||
| e) | Date of the transaction | 29 September 2022 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Itai Galmor | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | PDMR | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | BrandShield Systems Plc | ||||
| b) | LEI | 213800K5AXTQDWB6BP80 | ||||
| 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 (£0.01) each in the capital of BrandShield Systems Plc ISIN GB00BM97CN29
| ||||
| | Nature of the transaction | Grant of options | ||||
| | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Aggregated price |
1,075,077 £0.01 | ||||
| e) | Date of the transaction | 29 September 2022 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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