6 December 2022
Kooth plc
("Kooth" or the "Company" or the "Group")
Notification of Transactions of Directors, Persons Discharging Managerial Responsibility or Connected Persons
Kooth (AIM: KOO), the UK's leading digital mental health platform, announces the second grant of options to Executive Directors and certain senior management under the Long-Term Incentive Plan ("LTIP") as outlined in Kooth's admission document dated 26 August 2020.
The LTIP was established to incentivise management to deliver long-term value creation for shareholders and ensure alignment with shareholder interests.
Background
The LTIP is a discretionary share plan. Under the LTIP, the Board may, within certain limits and subject to any applicable performance conditions, grant to eligible employees (i) options over ordinary shares in the Company ("LTIP Options") and/or (ii) an immediate award of ordinary shares, subject to restrictions or forfeiture (together "LTIP Awards").
Award size, performance conditions and dilution
On 6 December 2022, options over 572,154 shares in aggregate (the "2022 Awards") were granted under the LTIP, including those set out below which were granted to directors:
| Director / PDMR | Role | Number of shares over which 2022 Awards made |
| Tim Barker | Chief Executive Officer | 127,279 |
| Sanjay Jawa | Chief Financial Officer | 96,059 |
| Kate Newhouse | Chief Operating Officer | 108,067 |
The vesting of the 2022 Awards is subject to the achievement of performance conditions based upon the growth in Kooth's annual recurring revenue over the three year performance period commencing 1 January 2022 and the Company's total shareholder return over the three year performance period commencing 2 September 2022. The awards will vest (subject to the achievement of the performance conditions) on 2 September 2025. To the extent they vest, awards held by Executive Directors will be subject to a post-vesting holding period of two years. The awards granted to other senior management will be released at vesting.
Each award has been granted in the form of an option with an exercise price per share of £0.05.
If the maximum targets are met in 2025, the total dilutive impact of the 2022 Awards will be c. 1.7%. The maximum aggregate dilutive effect of awards currently in issue that can be exercised under the LTIP remains below 10% of issued share capital.
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 | Tim Barker |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b)
| Initial notification /Amendment | Initial notification |
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Kooth plc |
| b) | LEI | 2138001YLGO1L8UYOM90 |
| 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 £0.001 each
ISIN: GB00BMCZLK30 |
| b) | Nature of the transaction | Grant of options over ordinary shares under the Company's LTIP |
| c) | Price(s) and volume(s) | 127,279 at nil price point |
| d) | Aggregated information - Aggregated volume - Price |
n/a |
| e) | Date of the transaction | 6 December 2022 |
| f) | Place of the transaction | Off market transaction |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Sanjay Jawa |
| 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 | Kooth plc |
| b) | LEI | 2138001YLGO1L8UYOM90 |
| 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 £0.001 each
ISIN: GB00BMCZLK30 |
| b) | Nature of the transaction | Grant of options over ordinary shares under the Company's LTIP |
| c) | Price(s) and volume(s) | 96,059 at nil price point |
| d) | Aggregated information - Aggregated volume - Price |
n/a |
| e) | Date of the transaction | 6 December 2022 |
| f) | Place of the transaction | Off market transaction |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Kate Newhouse |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Operations Officer |
| b)
| Initial notification /Amendment | Initial notification |
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Kooth plc |
| b) | LEI | 2138001YLGO1L8UYOM90 |
| 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 £0.001 each
ISIN: GB00BMCZLK30 |
| b) | Nature of the transaction | Grant of options over ordinary shares under the Company's LTIP |
| c) | Price(s) and volume(s) | 108,067 at nil price point |
| d) | Aggregated information - Aggregated volume - Price |
n/a |
| e) | Date of the transaction | 6 December 2022 |
| f) | Place of the transaction | Off market transaction |
- Ends -
| Enquiries: | | |
| Kooth plc Tim Barker, CEO Sanjay Jawa, CFO | investorrelations@kooth.com | |
| Panmure Gordon, Nominated Adviser and Joint Broker Corporate Finance: Dominic Morley, James Sinclair-Ford Corporate Broking: Erik Anderson |
+44 (0) 20 7886 2500 | |
| Stifel, Joint Broker Ben Maddison, Nick Adams, Nicholas Harland, Richard Short | +44 (0) 20 7710 7600 | |
| FTI Consulting | | |
| Jamie Ricketts, Alex Shaw, Usama Ali | kooth@fticonsulting.com | |
| | | |
About Kooth plc:
Kooth (AIM:KOO) is the UK's leading digital mental health platform. Our mission is to provide accessible and safe spaces for everyone to achieve better mental health. Our platform is clinically robust and accredited to provide a range of therapeutic support and interventions. All our services are predicated on easy access to make early intervention and prevention a reality.
Our three services are:
· Kooth: for children and young persons
· Kooth: for Adults
· Kooth Work: for employees
Kooth is a fully safeguarded and pre-moderated community with a library of peer and professional created content, alongside access to experienced online counsellors. There are no thresholds for support and no waiting lists. Currently, Kooth sees over 4,000 logins a day.
For adults, Kooth operates across distinct locations and serves specific cohorts, including parents, teachers, victims of crime, and those who have suffered from or continue to experience domestic violence. It is also offered as a benefit by a number of corporate organisations delivering anonymous digital mental health support services to employees.
Kooth is the only digital mental health provider to hold a UK-wide accreditation from the British Association of Counselling and Psychotherapy (BACP).
In 2021, Kooth was named 'Best Newcomer' at the European Mediscience Awards, winner in the category of 'Tech for Good' at the UK Tech Awards and recognised as the 'HealthTech Pioneer of the Year' at the UK Business Tech Awards for its role in 'Supporting the Nation's Mental Health'.
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