10 May 2023
Franchise Brands PLC
("Franchise Brands", the "Group" or the "Company")
Grant of options and award of SARs to directors and employees
Franchise Brands (AIM: FRAN), a multi-brand international franchise business, announces that following the acquisition of Pirtek Europe Ltd., its Remuneration Committee yesterday approved the grant of up to 5,000,000 share options and share acquisition rights ("SARs") to employees and directors, all with an exercise price of £1.80 per share (being the closing mid-market price of an ordinary share on 9 May 2023).
These grants will be awarded pursuant to the Company Share Option Plan ("CSOP") or as non-approved options or as SARs, and are all are exercisable after three years for a period of seven years, subject to satisfaction of the following performance conditions:
1) 20 per cent. can be exercised after reported fully diluted adjusted earnings per share ("EPS") achieves compound annual growth of 8 per cent. over each of the next three financial years to 31 December 2025;
2) 100 per cent. can be exercised after reported fully diluted adjusted EPS achieves compound annual growth of 15 per cent. over each of the next three financial years to 31 December 2025; and
3) between 20 per cent. and 100 per cent. can be exercised pro rata to EPS growth achieved between the targets in 1) and 2) above.
The SARs are conditional bonuses whose value will be calculated by reference to the amount by which the price of the Company's ordinary shares has risen above the grant price at the date of exercise, thus providing holders of SARs (non-UK employees) the same reward value as if the SARs were share options. The qualifying conditions and timing of vesting are identical to those within the share option schemes for UK employees. All SARs are to be settled in cash when exercised.
Certain directors of the Company have been granted options as set out below:
| Director | Number of new non-approved options granted | Total options over ordinary shares now held |
| | | |
| Peter Molloy Andrew Mallows | 150,000 50,000 | 776,530 550,682 |
| Julia Choudhury | 100,000 | 266,061 |
| Colin Rees | 100,000 | 335,834 |
| Tim Harris | 100,000 | 266,061 |
Enquiries:
| Franchise Brands plc | + 44 (0) 1625 507 910 |
| Stephen Hemsley, Executive Chairman | |
| Andrew Mallows, Interim Chief Financial Officer | |
| Julia Choudhury, Corporate Development Director | |
| | |
| Allenby Capital Limited (Nominated Adviser and Joint Broker) | +44 (0) 20 3328 5656 |
| Jeremy Porter / George Payne (Corporate Finance) Amrit Nahal (Sales & Corporate Broking) | |
| | |
| Dowgate Capital Limited (Joint Broker) | +44 (0) 20 3903 7715 |
| James Serjeant / Russell Cook / Nicholas Chambers
| |
| Stifel Nicolaus Europe Limited (Joint Broker) | +44 (0) 20 7710 7699 |
| Matthew Blawat / Francis North
|
|
| MHP Group (Financial PR) | +44 (0) 20 3128 8100 |
| Katie Hunt/Catherine Chapman | +44 (0) 7884 494112 |
| | franchisebrands@mhpgroup.com |
The notifications below, which have been made in accordance with the requirements of the UK Market Abuse Regulation, provides further detail.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||
| a) | Name | Peter Molloy Andrew Mallows Julia Choudhury Colin Rees Tim Harris | ||||||||||||
| 2 | Reason for the notification | |||||||||||||
| a) | Position/status | Directors of Franchise Brands PLC | ||||||||||||
| b)
| Initial notification /Amendment | Initial notification | ||||||||||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
| a) | Name | Franchise Brands PLC | ||||||||||||
| b) | LEI | 213800CFRX6CJ8LCKN37 | ||||||||||||
| 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 0.5p each in Franchise Brands PLC Identification code (ISIN) for Franchise Brands PLC ordinary shares: GB00BD6P7Y24 | ||||||||||||
| b) | Nature of the transaction | Grant of non-approved share options | ||||||||||||
| c) | Price(s) and volume(s) | Exercise price: £1.80
| ||||||||||||
| d) | Aggregated information - Aggregated volume - Price | n/a | ||||||||||||
| e) | Date of the transaction | 9 May 2023 | ||||||||||||
| f) | Place of the transaction | Outside of a trading venue | ||||||||||||
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