Bilby PLC Joint Share Ownership Plan (7519J)
December 24 2020 - 2:00AM
UK Regulatory
TIDMBILB
RNS Number : 7519J
Bilby PLC
24 December 2020
24 December 2020
Bilby Plc ("the Company")
Establishment of a Joint Share Ownership Plan
Acquisition by Director of an award of Joint Ownership Interests
and Issue of Shares under Joint Share Ownership Plan
Bilby Plc (AIM: BILB), a leading supplier of gas heating,
electrical and building services, is pleased to announce the
establishment of The Bilby Employees' Joint Share Ownership Plan
("the Plan"). The Plan is designed with a view to encouraging a
direct interest in shares by senior employees on terms which
provide an incentive to focus on share price growth. This is
achieved by the participant's interest being limited to growth in
share values in excess of a carry charge as set out below.
The maximum amount of Ordinary Shares which may be issued under
the Plan, and including pursuant to any other Bilby employees'
share schemes, shall not exceed 15 per cent of the issued share
capital of the Company on the day of such issue. The rules of the
Plan contain customary malus and clawback provisions.
The first issue of Ordinary Shares was made under the Plan on
21(st) December 2020 of 250,000 new ordinary shares of 10 pence
each in the Company ("Ordinary Shares"), representing 0.42 per
cent. of the enlarged issued share capital of the Company. The
250,000 Ordinary Shares have been issued at a subscription price of
26 pence per Ordinary Share, being the closing price of an Ordinary
Share in the Company on 18 December 2020, pursuant to the Plan.
The 250,000 Ordinary Shares have been issued into the respective
joint beneficial ownership of (i) David Bullen and (ii) the trustee
of The Bilby Employees' Share Trust ("the Trust") upon and subject
to the terms of joint ownership agreements ("JOAs") respectively
entered into between the Mr Bullen, the Company and RBC cees
Trustees Limited as trustee of the Trust ("the Trustee"). The
subscription price has been paid by the Trust out of funds advanced
to it by the Company.
The terms of the JOAs provide, inter alia, that if jointly owned
shares become vested and are sold, the proceeds of sale will be
divided between the joint owners so that the participating Director
receives an amount equal to any growth in the market value of the
Jointly Owned Shares above the initial market value (26 pence per
Ordinary Share), less a "carrying cost" (equivalent to simple
interest at 3 per cent per annum on the initial market value) and
the Trust receives the initial market value of the jointly owned
shares plus the carrying cost. The Jointly Owned Shares will become
vested if the participant remains with the Company for a minimum
period of 3 years. In the event of a fall in the share price
between the date of issue and vesting (or increases by less than
the carrying cost) and the shares are sold, participating employees
would be limited to a nominal participation in the sale proceeds at
that share price.
Application has been made to the London Stock Exchange for the
250,000 new Ordinary Shares to be admitted to trading on AIM
("Admission") and it is expected that Admission will become
effective and trading will commence at 8.00 a.m. on 30 December
2020.
Following Admission, the beneficial interests held by David
Bullen will be:
Name of No. of No. of
Director whole Shares in
Shares which
in which the
the Director
Director has an
is interest
interested under the
terms of a
JOA
David Bullen 1,474,487 250,000
The Company advises that, following Admission, the issued share
capital of the Company will be 58,971,845 Ordinary Shares with one
voting right each. The Company does not hold any shares in
treasury.
The above figure may be used by shareholders in the Company as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Enquiries
Bilby Plc
Sangita Shah, Chairman +44 (0)20 7796 4133
David Bullen, Chief Executive Officer (via Hudson Sandler)
Canaccord Genuity Limited (Nominated +44 (0)20 7523 8000
Adviser
and Sole Broker)
Corporate Broking:
Bobbie Hilliam
Andrew Potts
Georgina McCooke
Sales:
Jonathan Barr
Hudson Sandler (Financial PR) +44 (0)20 7796 4133
Charlie Jack
Bertie Berger
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name David Bullen
------------------------------------------------ --------------------------------------------------------------------------------------------------
2. Reason for the Notification
----------------------------------------------------------------------------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
------------------------------------------------ --------------------------------------------------------------------------------------------------
b) Initial Initial Notification
notification/Amendment
------------------------------------------------ --------------------------------------------------------------------------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
----------------------------------------------------------------------------------------------------------------------------------------------------
b) LEI 213800JDWVCVYWS87928
------------------------------------------------ --------------------------------------------------------------------------------------------------
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 Ordinary Shares
the Financial
instrument, type
of instrument
Identification GB00BV9GHQ09
code
------------------------------------------------ --------------------------------------------------------------------------------------------------
b) Nature of the Issue of Ordinary Shares
transaction
------------------------------------------------ --------------------------------------------------------------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 26p 250,000
-----------------------------------
------------------------------------------------ --------------------------------------------------------------------------------------------------
d) Aggregated 250,000 Ordinary Shares issued at
information: a price of 26 pence per Ordinary
Aggregated volume Share
Price
------------------------------------------------ --------------------------------------------------------------------------------------------------
e) Date of the 21 December 2020
transaction
------------------------------------------------ --------------------------------------------------------------------------------------------------
f) Place of the London Stock Exchange (XLON)
transaction
------------------------------------------------ --------------------------------------------------------------------------------------------------
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