Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.
16 January 2023
Cornerstone FS Plc
("Cornerstone" or "the Company" or "the Group")
Issue of Equity, Director Dealings, Grant of Options and Total Voting Rights
Cornerstone FS Plc (AIM: CSFS), the cloud-based provider of international payment, currency risk management and electronic account services to SMEs, announces the grant of options over ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares") to certain Directors and PDMRs, the variation of certain share incentive agreements and the issue and allotment of Ordinary Shares to Non-executive Directors, former Non-executive Directors and a PDMR of the Company.
Grant of Options
The Company has granted, on 13 January 2023 (the "Grant Date"), options over Ordinary Shares of the Company ("Options") to certain Directors and PDMRs as follows:
| Name | Role | Number of Options granted | Options exercise price | Fully Vested Date | Vesting Period |
| James Hickman | CEO | 1,000,000 | 10.0p | 26 September 2023 | In full on 26 September 2023 |
| | | 1,000,000 | 20.0p | 26 September 2024 | In full on 26 September 2024 |
| Judy Happe | CFO | 276,803 | 10.0p | 1 December 2023 | One third on 31 March 2023, one third on 30 June 2023 and one third on 1 December 2023 |
| | | 127,857 | 10.0p | 7 March 2025 | One third on each of 7 March 2023, 7 March 2024 and 7 March 2025 |
| | | 145,340 | 10.0p | 13 January 2026 | One third on each of the first three anniversaries of the Grant Date |
| Jordanna Curtis | COO (PDMR) | 114,755 | 10.0p | 7 March 2025 | One third on each of 7 March 2023, 7 March 2024 and 7 March 2025 |
| | | 85,245 | 10.0p | 13 January 2026 | One third on each of the first three anniversaries of the Grant Date |
The Options (excluding those issued to James Hickman that vest on 26 September 2024) are exercisable at a price of 10 pence per share, representing a 25% premium on the Company's share price on AIM at the close of trading on 13 January 2023. The 1,000,000 Options issued to James Hickman that vest on 26 September 2024 have an exercise price of 20 pence per share, representing a 150% premium.
The Options are subject to each of the above-named individuals remaining an employee of the Company and are exercisable at any time to the extent vested, or in full on a change of control. Leavers may exercise vested Options within 90 days of cessation, except in the case of gross misconduct, but their Options will lapse as to the balance. All Options expire five years after the Grant Date.
In addition, the Company has today granted a further 299,180 Options to other staff members intended to qualify as Enterprise Management Incentive options pursuant to the Income Tax (Earnings and Pensions) Act 2003.
Variation of Share Incentive Arrangements
Pursuant to Judy Happe's employment contract, which was entered into on 3 November 2020, and disclosed in the Company's admission document dated 26 March 2021, as part of her remuneration she was entitled to receive an annual grant of Options ("Top-up Options") equal to 1.5% of any increase in the fully diluted capital of the Company in the 12 months immediately prior to the date of grant. The Board has agreed with Judy to vary the terms of her original incentivisation arrangements whereby she is no longer entitled to receive Top-Up Options as part of her remuneration. The Company's remuneration committee believe the terms of her remuneration are now more appropriate for a company at Cornerstone's stage of development.
Issue of Equity and Directors' Interests
Further to the Company's announcements of 25 August and 7 December 2022, the Company also announces that it has issued and allotted 806,182 new Ordinary Shares (the "New Ordinary Shares") to a Non-Executive Director, the Company Secretary and four former Non-executive Directors as part of their annual remuneration set out in the Company's admission document dated 26 March 2021. The New Ordinary Shares were issued at a price of 6.501 pence per share, being the average of the closing mid-market price for the ten trading days ended on 13 January 2023.
Following this issue of New Ordinary Shares, Gareth Edwards, Non-executive Chairman of the Company, has an interest in a total of 669,346 Ordinary Shares, representing 1.37% of the Company's enlarged issued share capital.
Admission and Total Voting Rights
Application will be made for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place on or around 8.00 a.m. on 23 January 2023. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the Company's issued share capital will comprise 48,842,381 Ordinary Shares, with no shares held in treasury, and therefore the total number of voting rights in the Company will be 48,842,381. 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 share capital of the Company under the Disclosure Guidance and Transparency Rules of the FCA.
Enquiries
| Cornerstone FS Plc | +44 (0)203 971 4865 |
| James Hickman, Chief Executive Officer Judy Happe, Chief Financial Officer | |
| | |
| SPARK Advisory Partners Limited (Nomad) | +44 (0)203 368 3550 |
| Mark Brady, Adam Dawes | |
| | |
| SP Angel Corporate Finance LLP (Broker) | +44 (0)203 470 0470 |
| Jeff Keating, Harry Davies-Ball | |
| | |
| Gracechurch Group (Financial PR) | +44 (0)204 582 3500 |
| Harry Chathli, Claire Norbury | |
About Cornerstone FS PLC
Cornerstone FS Plc is a payments focused fintech business that makes managing currency simple for SMEs. It provides international payment, currency risk management and electronic account services using a proprietary cloud-based multi-currency payments platform. These services are delivered directly and via white label partners on a SaaS basis to UK-based SMEs that engage in international trade. Cornerstone also serves some high-net worth individual clients.
Headquartered in the City of London and with offices in Tunbridge Wells and Dubai, Cornerstone is listed on AIM under the trading symbol 'CSFS'. For more information, please visit www.cornerstonefs.com.
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
| James Hickman | |||
| 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
| Cornerstone FS plc | |||
| b)
| LEI
| 213800O4IL2RXZ2BZ956 | |||
| 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 | Options over ordinary shares of 1 penny each | |||
| | | ||||
| Identification code | GB00BNG7CD28 | ||||
| | | ||||
| b)
| Nature of the transaction
| Grant of options | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | 10.0 pence | 1,000,000 | | |
| | | 20.0 pence | 1,000,000 | | |
| | | | | | |
| d)
| Aggregated information | | |||
| | | ||||
| - Aggregated volume | 2,000,000 | ||||
| | | ||||
| - Price | 15.0 pence | ||||
| | | ||||
| e)
| Date of the transaction
| 13 January 2023 | |||
| f)
| Place of the transaction
| Off market | |||
| 1
| Details of the person discharging managerial responsibilities/person closely associated
| ||||
| a)
| Name
| Judy Happe | |||
| 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
| Cornerstone FS plc | |||
| b)
| LEI
| 213800O4IL2RXZ2BZ956 | |||
| 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 | Options over ordinary shares of 1 penny each | |||
| | | ||||
| Identification code | GB00BNG7CD28 | ||||
| | | ||||
| b)
| Nature of the transaction
| Grant of options | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | 10.0 pence | 276,803 | | |
| | | 10.0 pence | 127,857 | | |
| | | 10.0 pence | 145,340 | | |
| | | | | | |
| d)
| Aggregated information | | |||
| | | ||||
| - Aggregated volume | 550,000 | ||||
| | | ||||
| - Price | 10.0 pence | ||||
| | | ||||
| e)
| Date of the transaction
| 13 January 2023 | |||
| f)
| Place of the transaction
| Off market | |||
| 1
| Details of the person discharging managerial responsibilities/person closely associated
| ||||
| a)
| Name
| Jordanna Curtis | |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| Chief Operating Officer (PDMR) | |||
| b)
| Initial notification/amendment
| Initial Notification | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| Cornerstone FS plc | |||
| b)
| LEI
| 213800O4IL2RXZ2BZ956 | |||
| 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 | Options over ordinary shares of 1 penny each | |||
| | | ||||
| Identification code | GB00BNG7CD28 | ||||
| | | ||||
| b)
| Nature of the transaction
| Grant of options | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | 10.0 pence | 114,755 | | |
| | | 10.0 pence | 85,245 | | |
| | | | | | |
| d)
| Aggregated information | | |||
| | | ||||
| - Aggregated volume | 200,000 | ||||
| | | ||||
| - Price | 10.0 pence | ||||
| | | ||||
| e)
| Date of the transaction
| 13 January 2023 | |||
| f)
| Place of the transaction
| Off market | |||
| 1
| Details of the person discharging managerial responsibilities/person closely associated
| ||||
| a)
| Name
| Gareth Edwards
| |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| Non-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
| Cornerstone FS plc | |||
| b)
| LEI
| 213800O4IL2RXZ2BZ956 | |||
| 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 1 penny each | |||
| | | ||||
| Identification code | GB00BNG7CD28 | ||||
| | | ||||
| b)
| Nature of the transaction
| Issue of Ordinary Shares | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | 6.501 pence | 136,641 | | |
| | | | | | |
| d)
| Aggregated information | | |||
| | | ||||
| - Aggregated volume | N/A | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 13 January 2023 | |||
| f)
| Place of the transaction
| Off market | |||
| 1
| Details of the person discharging managerial responsibilities/person closely associated
| ||||
| a)
| Name
| Hanh Jelf | |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| Company Secretary and PDMR | |||
| b)
| Initial notification/amendment
| Initial Notification | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| Cornerstone FS plc | |||
| b)
| LEI
| 213800O4IL2RXZ2BZ956 | |||
| 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 1 penny each | |||
| | | ||||
| Identification code | GB00BNG7CD28 | ||||
| | | ||||
| b)
| Nature of the transaction
| Issue of Ordinary Shares | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | 6.501 pence | 68,321 | | |
| | | | | | |
| d)
| Aggregated information | | |||
| | N/A | ||||
| - Aggregated volume | | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 13 January 2023 | |||
| f)
| Place of the transaction
| Off market | |||
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