TIDMCHLL
RNS Number : 9926L
Chill Brands Group PLC
11 September 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310.
11 September 2023
Chill Brands Group plc
("Chill Brands" or the "Company")
Provisional Grant of Share Options
Chill Brands Group, the consumer packaged-goods distribution
company, announces that on 8 September 2023, the Company's Board of
Directors (the "Board") issued a grant of share options to the
Company's three Executive Directors, subject to the passing of
certain resolutions at the Company's Annual General Meeting ("AGM")
to be held on 19 September 2023 (the "Options").
The Options are over a total of 21,600,000 ordinary shares of 1
pence each ("Ordinary Share"), have an exercise price of 4 pence
per Ordinary Share and a term of 6 years. The Options are subject
to performance requirements and vesting conditions as outlined
below. The Options will constitute approximately 7.51% of the
currently issued Ordinary Shares, and the exercise price equates to
a 9.5% discount to the closing mid-market price of the Ordinary
Shares on 8 September 2023, the preceding trading day for the
Ordinary Shares on the Main Market of the London Stock Exchange.
The Options have been provisionally granted on an equal basis
to:
-- Callum Sommerton - Chief Executive Officer - 7,200,000 Options
-- Trevor Taylor - Chief Operating Officer - 7,200,000 Options
-- Antonio Russo - Chief Commercial Officer - 7,200,000 Options
The Options have the following vesting conditions* prior to
exercise, again equally distributed across the three Option
holders:
-- 4,320,000 Options - subject to the share price reaching 8
pence and one year from the date of grant;
-- 4,320,000 Options - subject to the share price reaching 16
pence and two years from the date of grant;
-- 6,480,000 Options - subject to the share price reaching 32
pence and three years from the date of grant; and
-- 6,480,000 Options - subject to the share price reaching 40
pence and four years from the date of grant.
* The price targets for the vesting conditions relate to the
closing mid-market price of the Ordinary Shares on any trading day
for the Ordinary Shares on the Main Market of the London Stock
Exchange.
Subject to shareholder approval at the AGM of the resolutions
relating to Ordinary Share allotment authorities and equity-based
incentive schemes, it is proposed that the Options granted to the
two US-based Directors shall be issued under the existing Long-Term
Incentive Plan, while the Options granted to the UK-based Director
shall be issued under the Enterprise Management Incentive Plan (the
"EMI Plan") which is proposed to be adopted by the Company. The
rules of the EMI Plan are available to review in the corporate
documents section of the Company's website at
www.chillbrandsgroup.com .
The Company currently has 5,774,773 (approximately 2.01% of the
current issued Ordinary Shares) existing management options granted
approximately equally to Mr Taylor and Mr Russo, with an exercise
price of 10 pence per Ordinary Share until 8 October 2029, some of
which remain subject to vesting conditions.
-S-
About Chill Brands Group
Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is concerned
with the development, marketing and distribution of wellness and
recreational products containing natural, functional ingredients.
The Company's proprietary product range is distributed by some of
the most recognisable convenience retail outlets in the US and
includes nicotine-free disposable vapour products that cater to the
rapidly growing market for tobacco alternatives. Chill Brands also
operates the chill.com e-commerce website, on which it is building
a marketplace of products from third-party brands.
Publication on website
A copy of this announcement is also available on the Group's
website at http://www.chillbrandsgroup.com
Media enquiries:
Chill Brands Group plc contact@chillbrandsgroup.com
Allenby Capital Limited (Financial
Adviser and Broker) +44 (0) 20 3328 5656
Nick Harriss/Nick Naylor/Lauren Wright
(Corporate Finance)
Kelly Gardiner (Equity Sales)
Notifications and public disclosure of transactions by persons discharging managerial responsibilities
("PDMR") and persons closely associated ("PCA") with them.
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Mr Callum Sommerton
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Chill Brands Group plc
b) LEI 213800RGK8LNU9RGMT89
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 1p each
Identification code
ISIN: GB00BWC4X262
b) Nature of the transaction Grant of Share Options (subject to shareholder
approval at AGM)
c) Price(s) and volume(s) Price(s) Volume(s)
4p 7,200,000
----------
d) Aggregated information
- Aggregated volume Not applicable - single transaction
- Price
e) Date of the transaction 8 September 2023
f) Place of the transaction Off Market
Notifications and public disclosure of transactions by persons discharging managerial responsibilities
("PDMR") and persons closely associated ("PCA") with them.
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Mr Trevor Taylor
2 Reason for the notification
a) Position/status Chief Operating Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Chill Brands Group plc
b) LEI 213800RGK8LNU9RGMT89
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 1p each
Identification code
ISIN: GB00BWC4X262
b) Nature of the transaction Grant of Share Options (subject to shareholder
approval at AGM)
c) Price(s) and volume(s) Price(s) Volume(s)
4p 7,200,000
----------
d) Aggregated information
- Aggregated volume Not applicable - single transaction
- Price
e) Date of the transaction 8 September 2023
f) Place of the transaction Off Market
Notifications and public disclosure of transactions by persons discharging managerial responsibilities
("PDMR") and persons closely associated ("PCA") with them.
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Mr Antonio Russo
2 Reason for the notification
a) Position/status Chief Commercial Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Chill Brands Group plc
b) LEI 213800RGK8LNU9RGMT89
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 1p each
Identification code
ISIN: GB00BWC4X262
b) Nature of the transaction Grant of Share Options (subject to shareholder
approval at AGM)
c) Price(s) and volume(s) Price(s) Volume(s)
4p 7,200,000
----------
d) Aggregated information
- Aggregated volume Not applicable - single transaction
- Price
e) Date of the transaction 8 September 2023
f) Place of the transaction Off Market
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IOESFWSIFEDSELU
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