TIDMRBGP
RNS Number : 8662G
RBG Holdings PLC
01 April 2022
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
1 April 2022
RBG Holdings plc
("RBG", the "Group", or the "Company")
Executive Incentive Plan & Growth Share Schemes
Grant of Options and PDMR Dealings
RBG Holdings plc (AIM: RBGP), the professional services group,
today announces the introduction of a new Executive Incentive Plan
("EIP") and new Growth Share Schemes.
Since the Group's admission to AIM in 2018, RBG has delivered
significant growth through a combination of organic and
acquisition-led performance. Given the growth and evolution of the
Group, the Board believes a new remuneration structure is needed to
retain and motivate the senior management team and key performing
employees while focusing them on long-term value creation and
aligning their interests directly with shareholders.
The EIP will replace the Group's existing senior executive bonus
scheme, and the two new forms of growth share schemes will be
introduced to replace the Convex Capital Limited ("Convex Capital")
flexible commission scheme announced on 3 February 2021, and
introduce, for the first time, a share based incentive scheme for
RBG Legal Services Limited ("RBGLS") .
EIP
The EIP will cover a five-year performance period from 1 January
2022 to 31 December 2026 ("the Performance Period"). The EIP
participants, being the Group CEO, Group CFO and Group HR director,
will be granted an award of options ("EIP Options") that will be
capable of converting into new ordinary shares in the Company.
The EIP is subject to performance criteria and EIP Options can
only be exercised provided a hurdle calculated by reference to a
10% annualised growth in the Company's share price from the start
of the Performance Period on 1 January 2022 (based on an opening
share price of GBP1.23 per share) (the "Threshold Hurdle") has been
achieved.
Providing the Threshold Hurdle has been achieved by the end of
the Performance Period, the EIP participants will be entitled to
receive, in aggregate, 8% of the value created for shareholders
above the Threshold Hurdle via the EIP Options. This value sharing
percentage will apply only to the ordinary shares in issue on 1
January 2022, being 95,331,236 shares, and is capped at a maximum
aggregate award of 10% of this number of shares.
As part of the implementation of the EIP, Nicola Foulston and
Robert Parker have agreed they will forgo an annual bonus and will
not receive further incentives for the duration of the EIP.
The allocation of options under the EIP will be as follows:
Name and Position Allocation of options
Nicola Foulston (CEO) 50%
----------------------
Robert Parker (CFO) 45%
----------------------
Roma Marlin (HR Director) 5%
----------------------
A further announcement will be made at the time EIP Options are
issued.
Growth Share Schemes - Convex Capital & RBGLS
Furthermore, the Group will implement two Growth Share Schemes
to incentivise key employees at Convex Capital and RBGLS. The
Growth Share Schemes are designed to drive the continued growth of
the individual businesses and will form the cornerstone of the
Company's Long Term Remuneration structure in Convex Capital and
RBGLS to retain and motivate key employees. The schemes will focus
key employees on long-term value creation and further align their
interests directly with shareholders.
All of the Group's share schemes are subject to restrictions
such that the number of shares over which options are in issue in
any ten year rolling period shall not exceed 10% of the Company's
issued share capital. In the event that this limit is likely to be
exceeded the number of options available under the EIP will be
subject to an appropriate limitation.
The EIP and Growth Share Schemes have been approved by the
Company's Remuneration Committee and discussed with the Company's
largest shareholders.
Further details of the EIP and Growth Share Schemes will be set
out in the Group's 2021 Annual Report and Accounts.
Grant of Options and PDMR dealings
The Company further announces that it has today, 1 April 2022,
granted 1,000,000 nil-cost options over ordinary shares of 0.2
pence each in the Company to Robert Parker, Chief Financial
Officer. The options will vest over two years and be subject to no
further conditions other than for Robert Parker to remain employed
by the Group, and are awarded in recognition of his three years'
service with no prior equity allocation.
Enquiries:
RBG Holdings plc Via SEC Newgate
Nicola Foulston, CEO
Singer Capital Markets (Nomad and Broker) Tel: +44 (0)20 7496
Rick Thompson / Alex Bond / James Fischer (Corporate 3000
Finance)
Tom Salvesen (Corporate Broking)
SEC Newgate (for media enquiries) Tel: +44 (0)7540
Robin Tozer/Richard Bicknell 106366 rbg@secnewgate.co.uk
About RBG Holdings plc
RBG Holdings plc is a professional services group, which
comprises the following divisions:
RBG Legal Services Limited ("RBGLS")
RBGLS is the Group's legal services division which combines the
businesses previously operated by Rosenblatt Limited and Memery
Crystal LLP.
Rosenblatt
Rosenblatt is one of the UK's pioneering legal practices and a
leader in dispute resolution. Rosenblatt provides a range of legal
services to its diversified client base, which includes companies,
banks, entrepreneurs and individuals. Complementing this is
Rosenblatt's increasingly international footprint, advising on
complex cross-jurisdictional disputes.
Memery Crystal
Memery Crystal offers legal services in a range of areas such as
corporate (including a market-leading corporate finance offering),
real estate, commercial, IP & technology (CIPT), banking &
finance, tax & wealth structuring and employment. Memery
Crystal is one of the leading legal practices in the UK to advise
the emerging cannabis sector on a wide range of business issues.
Memery Crystal offers a partner-led service to a broad range of
clients, from multinational companies, financial institutions and
owner-managed businesses to individual entrepreneurs.
LionFish Litigation Finance Limited ("LionFish")
The Group also provides litigation finance in selected cases
through a separate arm, LionFish Litigation Finance Limited.
LionFish finances litigation matters being run by other solicitors
in return for a significant return on the outcome of those cases.
As such, the Group has two types of litigation assets -
Rosenblatt's own client matters, and litigation matters run by
third-party solicitors. LionFish is positioned to be a unique,
alternative provider to the traditional litigation funders.
Convex Capital Limited ("Convex Capital")
Convex Capital is a specialist sell-side corporate finance
boutique based in Manchester. Convex Capital is entirely focused on
helping companies, particularly owner-managed and entrepreneurial
businesses, realise their value through sales to large corporates.
Convex Capital identifies and proactively targets firms that it
believes represent attractive acquisition opportunities.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Robert Parker
--------------------------------------- ----------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------------
a) Position/status Chief Financial Officer (PDMR)
--------------------------------------- ----------------------------------------
b) Initial notification Initial Notification
/Amendment
--------------------------------------- ----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------
a) Name RBG Holdings plc
--------------------------------------- ----------------------------------------
b) LEI 213800MJO31M84UMFL64
--------------------------------------- ----------------------------------------
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 Ordinary Shares of 0.2 pence each
financial instrument,
type of instrument
Identification code ISIN: GB00BFM6WL52
b) Nature of the transaction Grant of options
--------------------------------------- ----------------------------------------
c) Price(s) and volume(s)
------------------ -----------------
Price(s) Volume(s)
------------------ -----------------
nil 1,000,000
--------------------------------------------------------------- -----------------
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 1 April 2022
--------------------------------------- ----------------------------------------
f) Place of the transaction Outside a trading venue
--------------------------------------- ----------------------------------------
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END
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