TIDMEMAN
RNS Number : 8092J
Everyman Media Group PLC
18 August 2023
18 August 2023
Everyman Media Group PLC
("Everyman" the "Company" or the "Group")
Grant of Options and Changes to Option Terms
Grant of Options
The Company notifies that, on 18 August 2023, it granted a total
of 266,667 options over ordinary shares of 10 pence each in the
capital of the Company ("Ordinary Shares") to the following persons
discharging managerial responsibilities:
Name Position Number of Total Options
New Options Held
Granted
Executive
Adam Kaye Director 266,667 1,066,667
----------- ------------- --------------
The new options granted to Mr. Kaye have an exercise price of
60.0p and can be exercised on or after 18 August 2024, subject to
certain performance conditions being met.
Changes to Option Terms
On 8th April 2021, the Company announced that Alex Scrimgeour,
Chief Executive Officer of Everyman, had been issued 2,000,000 A
ordinary shares ("Growth Shares") in a subsidiary company, Everyman
Media Holdings Ltd. The Growth Shares could be exchanged for new
Ordinary Shares in the future, subject to meeting certain vesting
conditions and share price performance criteria.
Subsequent to this, on 23rd January 2023, the Remuneration
Committee of the Company resolved that the share price performance
condition attached to the Growth Shares was no longer appropriate.
The Company announced that, subject to vesting conditions and
financial performance targets being met, the Growth Shares would
entitle Mr. Scrimgeour to receive an amount equivalent to the
market value of an Ordinary Share in the Company less 86.0p, being
the closing share price of the Company on 20th January 2023.
The Remuneration Committee of the Company has resolved that, due
to current equity market conditions, the terms of the Growth Shares
should be amended so that Mr. Scrimgeour will now receive an amount
equivalent to the market value of an Ordinary Share less 60.0p,
being the closing share price of the Company on 17 August 2023. All
other terms and conditions relation the Growth Shares remain
unchanged.
---
Will Worsdell, Finance Director of the Company, currently holds
297,948 options over Ordinary Shares. Of these options, 100,000
were issued on 5th May 2022 at an exercise price of 130p, and a
further 100,000 were issued on 27th June 2022 at an exercise price
of 111p. The vesting period for each grant was 3 years.
The Remuneration Committee of the Company has resolved that, due
to current equity market conditions, both aforementioned grants
will now have an exercise price of 60.0p, being the closing share
price of the Company on 17 August 2023. In addition, both grants
can only vest after 5th May 2026.
The terms and conditions pertaining to Mr. Worsdell' s remaining
97,948 options remain unchanged.
----
Philip Jacobson, Non-Executive Chairman of the Company,
currently holds 100,000 options over Ordinary Shares. These were
granted on 29(th) October 2013 at an exercise price of 83.0p, being
the IPO price of the Company. Under the current option plan rules,
options over Ordinary Shares expire after 10 years. The
Remuneration Committee (excluding Mr. Jacobson) of the Company has
resolved that the options will remain exercisable for a further 5
years, and therefore will now expire on 29(th) October 2028.
All other terms and conditions pertaining to Mr. Jacobson's
options remain unchanged.
----
Charles Dorfman, Non-Executive Director of the Company,
currently holds 50,000 options over Ordinary Shares. These were
granted on 29(th) October 2013 at an exercise price of 83.0p, being
the IPO price of the Company. Under the current option plan rules,
options over Ordinary Shares expire after 10 years. The
Remuneration Committee (excluding Mr. Dorfman) of the Company has
resolved that the options will remain exercisable for a further 5
years, and therefore will now expire on 29th October 2028.
All other terms and conditions pertaining to Mr. Dorfman's
options remain unchanged.
---
Michael Rosehill, Non-Executive Director of the Company,
currently holds 50,000 options over Ordinary Shares. These were
granted on 4(th) November 2013 at an exercise price of 83.0p, being
the IPO price of the Company. Under the current option plan rules,
options over Ordinary Shares expire after 10 years. The
Remuneration Committee (excluding Mr. Rosehill) of the Company has
resolved that, due to current market conditions, the options will
remain exercisable for a further 5 years, and therefore will now
expire on 4(th) November 2028.
All other terms and conditions pertaining to Mr. Rosehill's
options remain unchanged.
For further information, please contact:
Everyman Media Group PLC Tel : +44 (0)20 3145
0500
Alex Scrimgeour, Chief Executive
Will Worsdell, Finance Director
Canaccord Genuity Limited - (Nominated Tel : +44 (0)20 7523
Adviser and Broker) 8000
Bobbie Hilliam
Harry Pardoe
Alma (Financial PR Advisor) Tel: +44 (0)20 3405
0205
Rebecca Sanders-Hewett
David Ison
Joe Pederzolli
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name Adam Kaye
2. Reason for the notification Grant of options over Ordinary Shares
a) Position/status Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a) Description of the financial instrument, type of Options over Ordinary Shares of 10 pence each in
instrument identification code Everyman Media Group plc
Identification code
GB00BFH55S51
b) Nature of the transaction Grant of 266,667 options over Ordinary Shares.
c) Price(s) and volume(s) Price Volume(s)
60.0p 266,667
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name Alex Scrimgeour
2. Reason for the notification Amendment to terms of existing growth shares.
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a) Description of the financial instrument, type of Growth shares which can be converted into Ordinary
instrument identification code Shares of 10 pence each
Identification code
GB00BFH55S51
b) Nature of the transaction Amendment to terms of existing growth shares.
c) Price(s) and volume(s) Price Volume(s)
60.0p 2,000,000
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name Will Worsdell
2. Reason for the notification Amendment to terms of existing options.
a) Position/status Finance Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a) Description of the financial instrument, type of Options over Ordinary Shares of 10 pence each in
instrument identification code Everyman Media Group plc
Identification code
GB00BFH55S51
b) Nature of the transaction Amendment to terms of existing options.
c) Price(s) and volume(s) Price Volume(s)
60.0p 100,000
60.0p 100,000
d) Aggregated information Price Volume(s)
60.0p 100,000
-Aggregated volume 60.0p 100,000
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name Philip Jacobson
2. Reason for the notification Amendment to terms of existing options.
a) Position/status Non-Executive Chairman
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a) Description of the financial instrument, type of Options over Ordinary Shares of 10 pence each in
instrument identification code Everyman Media Group plc
Identification code
GB00BFH55S51
b) Nature of the transaction Amendment to terms of existing options.
c) Price(s) and volume(s) Price Volume(s)
83.0p 100,000
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name Charles Dorfman
2. Reason for the notification Amendment to terms of existing options.
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a) Description of the financial instrument, type of Options over Ordinary Shares of 10 pence each in
instrument identification code Everyman Media Group plc
Identification code
GB00BFH55S51
b) Nature of the transaction Amendment to terms of existing options.
c) Price(s) and volume(s) Price Volume(s)
83.0p 50,000
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name Michael Rosehill
2. Reason for the notification Amendment to terms of existing options.
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Everyman Media Group plc
b) LEI 213800XIF4R73HAM8S36
4. Details of transactions(s): section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (vi) each place where transactions have been conducted
a) Description of the financial instrument, type of Options over Ordinary Shares of 10 pence each in
instrument identification code Everyman Media Group plc
Identification code
GB00BFH55S51
b) Nature of the transaction Amendment to terms of existing options.
c) Price(s) and volume(s) Price Volume(s)
83.0p 50,000
d) Aggregated information Not applicable - single transaction
-Aggregated volume
- Price
e) Date of the transaction 18 August 2023
f) Place of transaction Outside a trading venue
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END
DSHNKFBPKBKDQFD
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August 18, 2023 07:00 ET (11:00 GMT)
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