22 November 2022
LOOPUP GROUP PLC
("LoopUp Group" or the "Group")
Option Grant and Block Listing Application
LoopUp Group plc (AIM: LOOP), the cloud platform for premium hybrid communications, announces that the Group's Remuneration Committee and Board have approved: (i) an issue of new options to current employees, including PDMRs of the Group ("New Options"); and (ii) an offer concerning certain options granted prior to 2021 to be made to current employees, including to PDMRs of the Group.
Grant of New Options to PDMRs
As part of a broader grant of options to employees, the Group's Remuneration Committee and Board have approved the grant of a total of up to 12,500,000 share options to employees, including the following PDMRs of the Group at a strike price of £0.0525 (equal to the market closing price on 18 November 2022) and with a four-year vesting schedule with one quarter vesting one year after the grant and the remaining three quarters vesting monthly over the subsequent 36-month period subject to continuing employment:
| | | New Options granted |
| Michael Hughes | co-CEO | 1,500,000 |
| Steve Flavell | co-CEO | 1,500,000 |
| Marcus Greensit | COO | 1,000,000 |
| Simon Sacerdoti | CFO | 600,000 |
| Víctor Sánchez | CTO | 600,000 |
| Edward Cooper | General Counsel | 800,000 |
Cancellation of Existing Options and Regrant of Options
The Group has previously granted options to employees which include: (i) in 2020 options at a strike price of £1.10 ("2020 Options"); (ii) in 2019 options at a strike price of £0.75 ("2019 Options"); and (iii) between 2012 and 2016 options at a strike price of £0.75 ("Older Options"). In each case these grants included Executive Directors and PDMRs, and were made pursuant to the Group's existing share option schemes (collectively the "Existing Options").
The Group's Remuneration Committee considers that these grants have become ineffective in their primary purpose of retaining business-critical staff, and therefore believes that the following measures are aligned with such retention and driving future value for shareholders:
| · | All current employees not under notice who were granted Existing Options will be given the choice whether to keep those grant contracts as is, or whether to cancel those grant contracts and enter simultaneously into new contracts with different terms as follows: | |
| | o | for regrants relating to the 2020 Options, a 50% reduction in the number of options regranted and vesting over a fresh four-year period; |
| o | for regrants relating to the 2019 Options, a 40% reduction in the number of options regranted and vesting over a fresh four-year period; and | |
| | o | for regrant relating to the Older Options, a 30% reduction in the number of options regranted and vesting over a fresh four-year period. |
| · | For the fresh four-year vesting period, one quarter of regranted options shall vest one year after the regrant, with the remaining three quarters vesting monthly over the subsequent 36-month period subject to continuing employment. | |
| · | An exercise price of the closing middle market price on 18 November 2022 of £0.0525 | |
This process may result in up to 4,566,064 Existing Options being cancelled and replaced by up to 2,834,704 new options with an exercise price of £0.0525 ("Regrant Options"). The following PDMRs of the Group have been offered, and have accepted, the following cancellation of the Existing Options and the grant of the Regrant Options as set out below (subject to the aforementioned mechanism):
| | | Existing Options to be cancelled | Regrant Options | Total number of options held following the cancellation and regrant and grant of New Options |
| Michael Hughes | co-CEO | 1,079,000 | 715,500 | 2,215,500 |
| Steve Flavell | co-CEO | 199,000 | 99,500 | 2,174,500 |
| Marcus Greensit | COO | 499,000 | 325,100 | 1,587,100 |
| Edward Cooper | General Counsel | 73,000 | 41,700 | 1,107,700 |
Block Listing Application
Employees who elect to participate in the Group's Employee Stock Purchase Plan ("ESPP") sacrifice a portion of their salary in return for the allotment of shares. The Board considers the ESPP to be an effective means to motivate employees by aligning their reward with the success of the company.
Application has been made to the London Stock Exchange for a block listing of 10,000,000 ordinary shares of 0.5 pence each (the "New Ordinary Shares") which may be issued under the ESPP. Shares so issued will rank pari passu in all respects with the then existing issued ordinary shares of the Group. Admission is expected to become effective on 28 November 2022.
The FCA notification, made in accordance with the UK version of the requirements of the EU Market Abuse Regulation (as part of UK law by virtue of the European Union (Withdrawal) Act 2018) is appended below.
For further information, please contact:
| LoopUp Group plc | via FTI |
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| Steve Flavell, co-CEO |
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Panmure Gordon (UK) Limited |
+44 (0) 20 7886 2500 | |
| Dominic Morley / Alina Vaskina (Corporate Finance) |
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| Erik Anderson (Corporate Broking) |
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Cenkos Securities Limited |
+44 (0) 20 7397 8900 | |
| Giles Balleny / Dan Hodkinson (Corporate Finance) |
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| Alex Pollen (Sales) |
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| FTI Consulting, LLP | +44 (0) 20 3727 1000 |
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| Matt Dixon / Jamille Smith / Tom Blundell | |
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About LoopUp Group plc
LoopUp (LSE AIM: LOOP) is a cloud platform for premium hybrid communications. The Group's flagship Cloud Telephony solution for Microsoft Teams enables multinational enterprises to consolidate their global telecommunications into a single, consistently managed cloud implementation rather than disparate implementations from multiple carriers. The Group's hybrid auditorium and events solution, Hybridium (www.hybridium.com), brings unrivaled engagement and analytics to larger scale hybrid education, training and events such as management onsites, departmental kick-offs, capital markets days and thought leadership seminars.
The Group is listed on the AIM market of the London Stock Exchange (LOOP) and is headquartered in London, with offices in the US, Spain, Germany, Hong Kong, Barbados and Australia.
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)
| Names | 1. Michael Hughes 2. Steve Flavell 3. Marcus Greensit 4. Simon Sacerdoti 5. Víctor Sánchez 6. Edward Cooper | |||||||||||||||||||||||||||||||||||
| 2
| Reason for the notification | ||||||||||||||||||||||||||||||||||||
| a)
| Position/status
| Classified as PDMRs of the Company | |||||||||||||||||||||||||||||||||||
| b)
| Initial notification /Amendment
| Initial Notification | |||||||||||||||||||||||||||||||||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||||||||||||||||||||||||
| a)
| Name
| LoopUp Group plc | |||||||||||||||||||||||||||||||||||
| b)
| LEI | 21380063DQ4WXDQLYB80 | |||||||||||||||||||||||||||||||||||
| 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
| Ordinary shares of 0.5p | |||||||||||||||||||||||||||||||||||
| b) | Identification code
| GB00BYQP6S60 | |||||||||||||||||||||||||||||||||||
| c)
| Nature of the transaction
| Allotment and part sale pursuant to a group Share Option Scheme and Employee Share Purchase Plan | |||||||||||||||||||||||||||||||||||
| d)
| Price(s) and volume(s) |
| |||||||||||||||||||||||||||||||||||
| d)
| Aggregated information - Aggregated volume - Price | 6,000,000 New Options with a strike price of £0.0525. 1,850,000 Existing Options cancelled and 1,066,700 Regrant Options granted with a strike price of £0.0525 | |||||||||||||||||||||||||||||||||||
| e)
| Date of the transaction | 21 November 2022 | |||||||||||||||||||||||||||||||||||
| f) | Place of the transaction | London Stock Exchange | |||||||||||||||||||||||||||||||||||
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