TIDMBBSN
RNS Number : 1008W
Brave Bison Group PLC
20 December 2021
20 December 2021
Brave Bison Group plc
("Brave Bison", the "Company" and together with its subsidiaries
the "Group")
Executive LTIP and Grant of RSUs
Brave Bison, the social and digital media company, announces the
adoption of a Long-Term Incentive Plan ("LTIP") for certain senior
executives of the Company and the grant of EMI Restricted Stock
Units to other employees of the Group.
The LTIP will form the cornerstone of the Company's remuneration
structure to retain and motivate Brave Bison's senior executives.
In structuring the LTIP, the Brave Bison Remuneration Committee has
been advised by remuneration consultants h2glenfern and has
consulted with the Company's major shareholders representing 69% of
the Company's issued share capital, inclusive of the Directors and
their connected persons.
The LTIP
Pursuant to the LTIP, Oliver Green and Theo Green, Executive
Chairman and Chief Growth Officer respectively (the "LTIP
Executives") have agreed to subscribe for non-voting subordinate
shares in a wholly owned subsidiary of the Company ("B
Shares").
Subject to the achievement of performance conditions under the
LTIP set out below, the B Shares can be redeemed by the LTIP
Executives, who are participating equally in the LTIP on a 50:50
basis, in exchange for new ordinary shares in the Company
("Ordinary Shares"). Redemptions of B Shares under the LTIP may
occur at any time from the third anniversary of the adoption of the
LTIP (the "First Redemption Date") until the sixth anniversary of
the adoption of the LTIP (the "Final Redemption Date").
In the event that the mid-market closing price per Ordinary
Share exceeds 3.0 pence on the date(s) of redemption(s), the B
Shares will be capable of redemption by the LTIP Executives at any
time with an aggregate value equal to 15% of value created for the
Company's shareholders from the adoption of the LTIP to
redemption(s) of the B Shares, calculated as:
a) The market value of all Ordinary Shares in issue on redemption of B Shares, less
b) The market value of the 1,080,816,000 Ordinary Shares
currently in issue on redemption based on an opening share price of
1.425 pence per Ordinary Share, indexed at a compounding annualised
growth rate of 8%, less
c) The issue value of any additional new Ordinary Shares issued
following adoption of the LTIP and prior to redemption(s) of the B
Shares, indexed at a compounding annualised growth rate of 8%,
plus
d) The value of any dividends, share buy backs or any other
distributions to shareholders following the implementation of the
LTIP and prior to the redemption(s) of the B Shares
the "Redemption Value".
In calculating the number of new Ordinary Shares to be issued to
the LTIP Executives on redemption(s), the Redemption Value will be
divided by the prevailing mid-market closing price per Ordinary
Share over the previous ten business days prior to Redemption,
subject to the total number of Ordinary Shares capable of issue
under the LTIP in no circumstances exceeding 12.5% of the Company's
issued ordinary share capital.
Furthermore, redemption(s) of the B Shares is restricted such
that the aggregate shareholdings of the LTIP Executives and their
connected persons does not exceed 29.9% of the Company's share
capital.
The B Shares will also become eligible for redemption in the
event of the sale of the Company, the sale of more than 51% of the
Company to an unconnected party or the winding up of the
Company.
Any new Ordinary Shares issued pursuant to a redemption of B
Shares under the LTIP are required to be held for a minimum period
of 12 months, with a carve out for settling tax liabilities due on
redemption, and the awards under the LTIP are subject to customary
malus provisions.
With the LTIP forming the cornerstone of the Company's
remuneration structure to retain and motivate Brave Bison's senior
management team, the LTIP Executives have agreed that they will
receive below market salaries subject to a cap for so long as the
LTIP is in force of GBP125,000 each. In addition, the LTIP
Executives will forgo annual bonuses and will not receive any
further incentives for the duration of the LTIP.
Oliver Green and Theo Green are each Directors of Brave Bison
and are therefore deemed to be related parties of the of the
Company pursuant to the AIM Rules for Companies (the 'AIM Rules')
and, as a result of its potential value, the adoption of the LTIP
constitutes a related party transaction pursuant to AIM Rule
13.
The independent Directors of the Company consider, having
consulted with the Company's nominated adviser, that the terms of
the LTIP are fair and reasonable insofar as the Company's
shareholders are concerned.
Illustrative Dilution Under LTIP Award
Based on the current issued share capital, an illustrative
example of the potential dilution experienced by shareholders as a
result of the LTIP is as follows:
Share Price at Redemption 2.00p 3.00p 5.00p 7.00p
Shareholder Return* 1.4x 2.1x 3.5x 4.9x
Compound Annual Return** 6% 13% 23% 30%
% Dilution*** 0% 4% 8% 10%
=========================== ====== ====== ====== ======
* Based on an entry price of 1.425p, being the market price at
commencement of the LTIP
** Assumes six-year LTIP, being the maximum duration available
before redemption
*** Award does not vest until a minimum share price of 3.00p
Grant of EMI Restricted Stock Units
In addition to the LTIP outlined above, Brave Bison has granted
a total of 26,500,000 restricted stock units ("RSUs") to employees
of the Company.
The RSUs have been granted as EMI-qualifying RSUs under the
Company's RSU Plan, adopted in November 2017 (the "2017 Plan"), and
entitle the recipients to receive new Ordinary Shares upon exercise
of the RSUs on a one-for-one basis at an exercise price of 1.35p
per Ordinary Share.
The RSUs now issued will vest in three equal tranches over a
three-year period commencing on 1 September 2021. Following the
above grant, a total of 45,471,862 RSUs have now been issued to
employees of the Company, representing approximately 4.2% of the
Company's existing issued ordinary share capital.
In addition to the LTIP and the 45,471,862 RSUs now in issue,
the Company has a further 13,358,978 options to subscribe for new
Ordinary Shares in issue, representing 1.2% of the Company's
existing issued ordinary share capital.
For further information please contact:
Brave Bison Group plc
Oliver Green, Executive Chairman via Cenkos
Theo Green, Chief Growth Officer
Philippa Norridge, Chief Financial Officer
Cenkos Securities plc Tel: +44 (0)20 7397 8900
Nominated Adviser & Broker
Nicholas Wells
Ben Jeynes
About Brave Bison
Brave Bison (AIM:BBSN) is a social and digital media company,
headquartered in London with additional offices in Singapore and
Eastern Europe.
Brave Bison is unique in that it is both a digital media owner,
as well as a digital media agency. The Company owns and operates
its own channels, and the communities attached to them, as well as
offering clients a suite of advertising services to help reach
digital audiences.
Brave Bison has two core lines of business. Firstly, the
publishing of content on social media channels to generate
advertising revenue. Brave Bison operates over 650 channels
including PGA Tour and US Open on YouTube, Cooking Wild and DIY
& Crafts on Facebook and Slick and VSatisfying on Snap
Discover. The amount of revenue generated from a channel depends on
how many people watch the content, who these people are and where
they are based.
The second line of business involves the execution of social and
digital advertising campaigns for global, blue-chip brands such as
Panasonic, New Balance, Primark, Vodafone and Samsung. Key
advertising channels include Paid Search (on advertising platforms
such as Google and Amazon), Paid Social (on advertising platforms
such as Facebook, Instagram and TikTok), Influencer Marketing and
eCommerce Technology (on commerce platforms such as SAP,
Salesforce, BigCommerce). These advertising services generate
fee-based income, typically from clients retained for 12 months or
more.
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END
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December 20, 2021 02:00 ET (07:00 GMT)
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