TIDMDNM
RNS Number : 3966S
Dianomi PLC
06 November 2023
Dianomi plc
("Dianomi", the "Company" or the "Group")
New Option Schemes
Dianomi , a leading provider of native digital advertising
services to premium clients in the Business, Finance and Lifestyle
sectors, announces the cancellation of all options over ordinary
shares of 0.2 pence each in the capital of the Company ("Options")
issued at the time of the Company's IPO under its existing option
schemes (the "IPO Option Plans") alongside the establishment of new
option schemes (the "New Option Plans").
Background
At the time of the Company's IPO in May 2021, the IPO Option
Plans were implemented in order to align, incentivise and retain
employees in the Group and certain Directors. The Options granted
at IPO under the IPO Option Plans were exercisable at the IPO price
of GBP2.73 after the later of the third anniversary of the date on
which they were granted and the satisfaction of the applicable
performance condition.
Against a challenging market and macro-economic backdrop,
Dianomi has underperformed financial forecasts for the previous and
current financial year. To address the challenges it has faced, as
previously announced, the Group has undertaken an organisational
restructuring resulting in cost reductions and has focused its
strategic initiatives to re-invigorate growth and
profitability.
The Group's financial performance over the past and current year
means the Options granted at IPO under the IPO Option Plans are
unlikely to be exercised as the performance condition will not be
met and strike prices are significantly above the Group's current
share price.
Therefore the Group's Remuneration Committee and Board were of
the view that the IPO Option Plans did not meet the three
principles of its remuneration strategy (the "Remuneration
Principles"), namely; alignment with shareholders, and
incentivisation and retention of employees and have therefore
cancelled the Options granted at IPO under the IPO Option Plans
(the "Cancellation") and introduced the New Option Plans.
New Option Plans
Conscious that the reason that the Remuneration Principles are
not being met is due to the Group's financial performance, in
introducing the New Option Plans, the Remuneration Committee has
sought to introduce areas of compromise to promote alignment and
protect shareholder dilution. These measures include a reduction in
quantum of options granted to individuals, and a principle that
until financial performance recovers to IPO levels, there is no
reward to participants.
Therefore, employees have been granted new Options under the New
Option Plans representing 75% in number of the Options granted at
IPO. Certain employees have been granted Options under the New
Option Plans who did not previously hold Options under the IPO
Option Plans. Prior to the Cancellation, the total number of
Options in issue represented 5.5% of the issued share capital of
the Company whereas the total Options in issue following the new
Option grants represent 4.6%. Furthermore, under the New Option
Schemes, the vesting period has been extended so that the new
Options will vest in October 2026. Alongside the reduction to the
number of Options granted and extension of the vesting period, the
performance criteria have been amended as well as the exercise
price which is 50 pence.
Certain Directors and persons discharging managerial
responsibilities ("PDMRs") have been granted Options under the New
Option Schemes as follows:
Director/ PDMR Role Number of Options Number of Options
Cancelled Granted
Chief Financial
Charlotte Stranner Officer 175,824 131,868
-------------------- ------------------ ------------------
Head of Platform
Michael Smith Engineering 114,469 85,852
-------------------- ------------------ ------------------
Managing Director,
Julian Peterson APAC 85,165 63,874
-------------------- ------------------ ------------------
Head of Product
Paul Hughes and Engineering 91,575 68,681
-------------------- ------------------ ------------------
Michael Kelly, Non-Executive Chairman of the Company, whose
Options have been cancelled along with all Options granted at IPO,
declined to be granted new Options under the New Option Plans and
as such no longer holds any Options.
Rupert Hodson, Chief Executive Officer, has also not been
granted Options under the New Option Plans and does not hold any
Options.
Chair of Remuneration Committee and Non-Executive Chairman of
Dianomi, Michael Kelly, commented : " Whilst the business has been
through a period of underperformance, we believe that the New
Option Schemes strike the right balance between re-incentivising
employees to drive shareholder value creation, whilst putting in
place appropriately stretching performance criteria and other
protections to ensure alignment with shareholders and mitigate the
risk of rewarding underperformance. Our experienced leadership team
and the wider talent base across the Group are the key to our
success and it is therefore essential that we retain, motivate and
strengthen the team over the next three years ."
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM:
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name 1. Charlotte Stranner
2. Michael Smith
3. Julian Peterson
4. Paul Hughes
--------------------------- -----------------------------------------------------------------
Reason for the notification
2
----------------------------------------------------------------------------------------------
a) Position/status 1. Director
2. PDMR
3. PDMR
4. PDMR
--------------------------- -----------------------------------------------------------------
b) Initial notification Initial notification
/Amendment
--------------------------- -----------------------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------------------
a) Name Dianomi Plc
--------------------------- -----------------------------------------------------------------
b) LEI 213800MX8ULRGE9XRT31
--------------------------- -----------------------------------------------------------------
Details of the transaction(s): section to be repeated for
4 (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 Ordinary shares of 0.2 pence each in Dianomi
financial instrument, plc ("Ordinary Shares")
type of instrument
Identification code GB00BLH32M40
b) Nature of the transaction Grant/ Cancellation of options over Ordinary
Shares
--------------------------- -----------------------------------------------------------------
c) Price(s) and volume(s)
--------------------- ---------------------------------------
Person Volume Strike Volume Strike
of Options price of of Options price
Cancelled Options Granted of Options
Cancelled Granted
------- ----------- ------------ ------------
1 175,824 GBP2.73 131,868 GBP0.50
------- ------------ ----------- ------------ ------------
3 114,469 GBP2.73 85,852 GBP0.50
------- ------------ ----------- ------------ ------------
4 85,165 GBP2.73 63,874 GBP0.50
------- ------------ ----------- ------------ ------------
5 91,575 GBP2.73 68,681 GBP0.50
------- ------------ ----------- ------------ ------------
d) Aggregated information
Aggregate volume of 467,033 options cancelled
of at a price of GBP2.73
- Aggregated volume
Aggregate volume of 467,033 options granted
of at a price of GBP0.50
- Price
e) Date of the transaction 3 November 2023
f) Place of the transaction Outside a trading venue
--------------------------- -----------------------------------------------------------------
For further information contact:
Dianomi Tel: +44 (0)207 802 5530
Rupert Hodson (Chief Executive Officer)
Charlotte Stranner (Chief Financial Officer)
Panmure Gordon (Nominated Adviser and Broker) Tel: +44 (0)207 886 2500
Emma Earl/ Freddy Crossley, Corporate Finance
Rupert Dearden, Corporate Broking
Novella Communications Tel: +44 (0)203 151 7008
Tim Robertson
Claire de Groot
Safia Colebrook
About Dianomi
Dianomi, established in 2003, is a leading provider of native
digital advertising services to premium clients in the Financial
Services and Business sectors. The Group operates from its offices
in London, New York and Sydney. The Group enables premium brands to
deliver native advertisements to a targeted audience on the desktop
and mobile websites, mobile and tablet applications of premium
publishers. It provides over 400 advertisers, including blue chip
names such as abrdn, Invesco and Baillie Gifford, with access to an
international audience of over 400 million devices per month
through its partnerships with over 300 premium publishers of
business and finance content, including blue chip names such as
Reuters, Bloomberg and WSJ. Adverts served are contextually
relevant to the content of the webpages on which they appear and
mirror the style of the page, which enhances reader engagement.
http://www.dianom i.com .
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END
DSHEAXFDEEKDFFA
(END) Dow Jones Newswires
November 06, 2023 02:00 ET (07:00 GMT)
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