22 August 2023
finnCap Group plc
("finnCap", "the Company" or the "Group")
Option Grant
finnCap today announces completion of the grant of options under the finnCap Group plc Company Share Option Plan (the "Plan") to John Farrugia, CEO.
Due to various corporate transactions and closed periods, it has not previously been possible for the Company to complete the issue of these incentive awards to Mr Farrugia as intended upon his appointment as CEO on 1 September 2022 and as described in the Group's Remuneration Committee report included in the Company's Annual Report and Accounts for the year-ended 31 March 2022.
The grant comprises a retention option over 2,000,000 shares with an exercise price of 1p per share, and an incentive option over 5,000,000 shares with an exercise price of 15p per share (together the "Options"). Due to various corporate transactions and closed periods since his appointment as CEO it has not been possible to formalise the grant until now. In the ordinary course, the Options will vest and become exercisable on 25 July 2025, subject to continuing employment. For the avoidance of doubt, vesting will not accelerate on completion of the recommended all-share merger between finnCap and Cenkos Securities plc.
The Options are also subject to malus and clawback for a period of two years following vesting. The Options will lapse, to the extent not exercised, on the day immediately preceding the tenth anniversary of the date of grant.
Following these awards, John Farrugia continues to have a beneficial interest over 1,927,669 Ordinary Shares (as set out in the Company's Opening Position Disclosure dated 4 April 2023 under Rule 8 of the Takeover Code), representing approximately 1.06% of the current total voting rights of the Company, and has options over Ordinary Shares in the Company as set out below:
| Name of Scheme or Plan | Number of ordinary shares under options/awards | Grant Date | Vesting date | Normal lapse date | Exercise price (per share) |
| finnCap Group plc Company Share Option Plan | 305,045 | 05/12/2018 | 05/12/2020 | 05/12/2023 | £0.28 |
| 152,523 | 05/12/2018 | 05/12/2021 | 05/12/2023 | £0.28 | |
| 152,522 | 05/12/2018 | 05/12/2022 | 05/12/2023 | £0.28 | |
| 425,000 | 01/04/2020 | 09/07/2024 | 09/07/2027 | £0.175 | |
| 666,667 | 18/08/2020 | 01/04/2022 | 01/04/2025 | £0.01 | |
| 666,667 | 18/08/2020 | 01/04/2023 | 01/04/2026 | £0.01 | |
| 2,000,000 | 22/08/2023 | 25/07/2025 | 22/08/2033 | £0.01 | |
| 5,000,000 | 22/08/2023 | 25/07/2025 | 22/08/2033 | £0.15 | |
| finnCap Group plc Enterprise Management Share Option Plan | 775,000 | 01/04/2020 | 09/07/20241 | 09/07/2027 | £0.175 |
1 Subject to the satisfaction of performance conditions
The Company's Ordinary Shares referred to above are finnCap Group plc ordinary shares of 1 penny each and the total number of shares in issue is 181,094,844.
Further details on this are included in the notification below, made in accordance with the requirements of the UK Market Abuse Regulation.
Contacts
finnCap Group plc Tel: +44 (0) 20 7220 0500
Robert Lister, Chairman investor.relations@finncap.com
Richard Snow, Chief Financial Officer
Grant Thornton (Nominated Adviser) Tel: +44 (0) 20 7383 5100
Philip Secrett/Samantha Harrison/Samuel Littler
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a)
| Name
| John Farrugia | |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| CEO | |||
| b)
| Initial notification /Amendment
| Initial | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| finnCap Group plc | |||
| b)
| LEI
| 213800DLRUJW6JVNS533 | |||
| 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 | |||
| | | ||||
| Identification code | GB00BGKPX309 | ||||
| | | ||||
| b)
| Nature of the transaction
| (1) Grant of options over ordinary shares under the finnCap Group plc Company Share Option Plan at an exercise price of 1p per share
(2) Grant of options over ordinary shares under the finnCap Group plc Company Share Option plan at an exercise price of 15p per share
| |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | (1) £0.01 | (1) 2,000,000 | | |
| | | (2) £0.15 | (2) 5,000,000 | | |
| | | | | | |
| d)
| Aggregated information | | |||
| | | ||||
| - Aggregated volume | N/A | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 22 August 2023 | |||
| f)
| Place of the transaction
| Outside a trading venue | |||
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