24 July 2023
Gear4music (Holdings) plc
("Gear4music" or "the Group")
Adoption of New LTIP and Grant of Options
Gear4music (Holdings) plc ("Gear4music", "the Company" or "the Group"), the largest UK based online retailer of musical instruments and music equipment, announces that on 21 July 2023 it adopted a new long term incentive plan ("LTIP") with share awards to be made to key members of Gear4Music's management team, including certain of its persons discharging managerial responsibilities ("PDMRs").
The new LTIP has been established following consultation with certain of the Group's major shareholders and taking advice from BDO. Potential awards and performance criteria have been benchmarked against share incentive schemes for other AIM companies.
The Group's Remuneration Committee has made these awards so that the key people to lead the business into the future are appropriately incentivised in a manner that aligns with the interests of the Group's shareholders. The new LTIP will replace the two existing LTIPs established in 2018 (and subsequently re-based in 2020) and in 2021 in full, with all awards made under those LTIPs cancelled.
Under the new LTIP, Gear4music Limited, ("G4M Ltd"), a wholly owned subsidiary of the Company, will issue 1,038,000 'E' ordinary shares of one pence each ("E Shares"), which are non-voting, non-dividend, restricted shares to the relevant individuals. The initial subscription cost is paid by the relevant individual with the proceeds received from the redemption by G4M Ltd of the 'C' ordinary shares of one pence each and 'D' ordinary shares of ten pence each from the 2018 and 2021 LTIPs respectively at their nominal value. Any excess owed to the relevant individual will be paid in cash; any excess owed by the relevant individual for the subscription cost of E Shares will be paid by way of a small cash bonus.
These E Shares will vest subject to achieving certain share price targets between 2026 and 2030, at which point the E Shares can be exchanged on a one-for-one basis for new ordinary shares in the Company ("Ordinary Shares"). The weighted average vesting period over the life of the new LTIP is five years from the date of grant, being 21 July 2023.
Further details of the new LTIP are as follows:
| Financial year ending 31 March | Vesting date | Share price target | No. E Shares vesting |
| 2026 | 27 July 2026 | £3 | 207,600 |
| 2027 | 26 July 2027 | £5 | 207,600 |
| 2028 | 24 July 2028 | £7 | 207,600 |
| 2029 | 30 July 2029 | £10 | 207,600 |
| 2030 | 29 July 2030 | £13 | 207,600 |
| | | Total | 1,038,000 |
The Group's executive directors (each of whom is also a PDMR), along with certain other members of the Group's senior management team, are participating in the new LTIP. The PDMRs that are participating are detailed below:
| Individual | Title / role | No. E Shares awarded |
| Andrew Wass | Chief Executive Officer | 250,000 |
| Chris Scott | Chief Financial Officer | 250,000 |
| Gareth Bevan | Chief Commercial Officer | 250,000 |
| | Total | 750,000 |
Together with 74,892 options granted under the Company's CSOP scheme which are outstanding to be exercised, the share awards made under the new LTIP would represent a maximum dilution of 5.3% and 5.0% of the Group's existing and fully diluted issued share capital respectively, over the seven year period and assuming all vesting criteria are met, and all participants remain with the business.
- Ends -
Enquiries:
| Gear4music Andrew Wass, Chief Executive Officer Chris Scott, Chief Financial Officer
| +44 (0)20 3405 0205 |
| Singer Capital Markets - Nominated Adviser and Sole Broker Peter Steel/Sam Butcher, Corporate Finance Tom Salvesen, Corporate Broking
| +44 (0)20 7496 3000
|
| Alma PR - Financial PR David Ison Joe Pederzolli Josh Royston | +44 (0)20 3405 0205 Gear4music@almapr.co.uk
|
About Gear4music (Holdings) plc
Operating from a Head Office in York, Distribution Centres in York, Bacup, Sweden, Germany, Ireland & Spain, and showrooms in York, Bacup, Sweden & Germany, the Group sells own-brand musical instruments and music equipment alongside premium third-party brands including Yamaha, Roland and Roland, to customers ranging from beginners to musical enthusiasts and professionals, in the UK, Europe and the Rest of the World.
Having developed its own e-commerce platform, with multilingual, multicurrency websites delivering to over 190 countries, the Group continues to build its overseas presence.
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
| Andrew Wass | ||||
| 2 | Reason for the notification | |||||
| a)
| Position/status | Chief Executive Officer and PDMR | ||||
| b)
| Initial notification /Amendment | Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a)
| Name
| Gear4music (Holdings) plc | ||||
| b)
| LEI
| 2138005H4W74HDGSFC49 | ||||
| 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 £0.10 each | ||||
|
|
| |||||
| Identification code | GB00BW9PJQ87 | |||||
|
|
| |||||
| b)
| Nature of the transaction | Issue of E Shares in subsidiary company under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
| ||||
| c)
| Price(s) and volume(s) |
|
|
|
|
|
|
|
| Vesting date | Price | Volume(s) |
| |
|
|
| 27 July 2026 | £nil | 50,000 |
| |
|
|
| 26 July 2027 | £nil | 50,000 |
| |
|
|
| 24 July 2028 | £nil | 50,000 |
| |
|
|
| 30 July 2029 | £nil | 50,000 |
| |
|
|
| 29 July 2030 | £nil | 50,000 |
| |
|
|
|
|
|
|
| |
| d)
| Aggregated information | | ||||
|
| | |||||
| - Aggregated volume | 250,000 | |||||
|
| | |||||
| - Price | £nil | |||||
|
| | |||||
| e)
| Date of the transaction | 21 July 2023 | ||||
| f) | Place of the transaction | Off-market transaction | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a)
| Name
| Chris Scott | ||||
| 2 | Reason for the notification | |||||
| a)
| Position/status | Chief Financial Officer and PDMR | ||||
| b)
| Initial notification /Amendment | Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a)
| Name
| Gear4music (Holdings) plc | ||||
| b)
| LEI
| 2138005H4W74HDGSFC49 | ||||
| 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 £0.10 each | ||||
|
|
| |||||
| Identification code | GB00BW9PJQ87 | |||||
|
|
| |||||
| b)
| Nature of the transaction | Issue of E Shares in subsidiary company under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
| ||||
| c)
| Price(s) and volume(s) |
|
|
|
|
|
|
|
| Vesting date | Price | Volume(s) |
| |
|
|
| 27 July 2026 | £nil | 50,000 |
| |
|
|
| 26 July 2027 | £nil | 50,000 |
| |
|
|
| 24 July 2028 | £nil | 50,000 |
| |
|
|
| 30 July 2029 | £nil | 50,000 |
| |
|
|
| 29 July 2030 | £nil | 50,000 |
| |
|
|
|
|
|
|
| |
| d)
| Aggregated information | | ||||
|
| | |||||
| - Aggregated volume | 250,000 | |||||
|
| | |||||
| - Price | £nil | |||||
|
| | |||||
| e)
| Date of the transaction | 21 July 2023 | ||||
| f) | Place of the transaction | Off-market transaction | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a)
| Name
| Gareth Bevan | ||||
| 2 | Reason for the notification | |||||
| a)
| Position/status | Chief Commercial Officer and PDMR | ||||
| b)
| Initial notification /Amendment | Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a)
| Name
| Gear4music (Holdings) plc | ||||
| b)
| LEI
| 2138005H4W74HDGSFC49 | ||||
| 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 £0.10 each | ||||
|
|
| |||||
| Identification code | GB00BW9PJQ87 | |||||
|
|
| |||||
| b)
| Nature of the transaction | Issue of E Shares in subsidiary company under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
| ||||
| c)
| Price(s) and volume(s) |
|
|
|
|
|
|
|
| Vesting date | Price | Volume(s) |
| |
|
|
| 27 July 2026 | £nil | 50,000 |
| |
|
|
| 26 July 2027 | £nil | 50,000 |
| |
|
|
| 24 July 2028 | £nil | 50,000 |
| |
|
|
| 30 July 2029 | £nil | 50,000 |
| |
|
|
| 29 July 2030 | £nil | 50,000 |
| |
|
|
|
|
|
|
| |
| d)
| Aggregated information | | ||||
|
| | |||||
| - Aggregated volume | 250,000 | |||||
|
| | |||||
| - Price | £nil | |||||
|
| | |||||
| e)
| Date of the transaction | 21 July 2023 | ||||
| f) | Place of the transaction | Off-market transaction | ||||
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