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Mirriad #MIRI – Director Dealing & New Performance Related Option Scheme
Mirriad Advertising plc, the computer vision and AI platform company, announces grants of Options over the Company’s ordinary shares of £0.00001 (“Options”) under its Long-Term Incentive Plan (“LTIP”) set up as part of its IPO in December 2017. This is to align the Chief Executive Officer’s incentive and issue grants to its Chairman and an independent Non-executive director. This step reflects the Company’s recent fundraise and aligns the incentives of the Chief Executive and independent Non-executive directors with those of shareholders over the longer term. The performance options have a 15 pence strike price.
The Company previously announced awards of Options to its Chief Executive Officer, Stephan Beringer, on 1st October 2018. As a consequence of the Company’s desire to ensure that its Chief Executive is remunerated in line with the market the Board has reviewed the grant of Options made in 2018. Stephan was awarded two grants of Options, one of 2,102,454 nominal value Options and one of 2,628,068 performance based Options. In total these grants represented 4.5% of the Company’s then issued share capital. In August 2019 following the Company’s successful fundraising the Company’s issued share capital increased from 105,122,717 ordinary shares of £0.00001 to 213,108,250 ordinary shares of £0.00001. Consequently, Stephan’s percentage holding in the Company reduced from c.4.5% to c.2.2% of ISC.
In the light of the capital increase and, having consulted with significant shareholders and the Company’s NOMAD, the Board believe that it is appropriate to revisit and amend the performance element of the previous Options grant. Stephan will now be incentivised with a grant of new performance related Options priced at 15 pence, equivalent to the price paid by investors in the placing in 2019. These Options will vest if certain trigger share prices are attained as follows:
|
price (£) |
Award |
|
0.30 |
500,000 |
|
0.45 |
500,000 |
|
0.60 |
1,500,000 |
|
0.75 |
600,000 |
|
0.90 |
700,000 |
|
1.05 |
800,000 |
|
1.20 |
900,000 |
|
Total Options |
5,500,000 |
The Options will only be capable of vesting and exercise if the Company’s share price is equal to or exceeds each trigger price for at least 15 trading days immediately prior to the vesting event. The price will be determined by reference to the middle-market quotation of the Company’s share price as derived from the London Stock Exchange’s Daily Official List. The Options remain capable of vesting up to ten years from the date of grant subject to Stephan’s continued employment by the Company.
The Board has agreed with Stephan that the performance related Options granted in 2018 will be surrendered and cancelled.
Following the grant of these new Options and assuming the performance conditions are met, Stephan has Options representing 3.7% of the Company’s issued share capital.
The Board also announces the award of Options to purchase the Company’s shares to both its Non-executive Chairman, John Pearson, and Bob Head, an independent Non-executive director.
These awards are not made under the Company’s Long-Term Incentive Scheme as that only applies to employees and Executive directors. The grants are consistent with the incentivisation adopted for Stephan Beringer and consist of both nominal value Options priced at £0.00001 and performance related Options with the same trigger prices as Stephan’s Options.
John Pearson’s grant is in two parts:
1. The first option has been granted over 1,250,600 shares with an exercise price of £0.00001 and with one third vesting immediately and the remaining two third vesting on 1 October 2020, and 1 October 2021 in line with the vesting dates of Stephan Beringer’s Options granted in 2018.
2. The second performance option has been granted over 1,349,400 shares with an exercise price of 15 pence. The Options become capable of vesting in accordance with the following schedule:
|
price (£) |
Award |
|
0.30 |
122,673 |
|
0.45 |
122,673 |
|
0.60 |
368,018 |
|
0.75 |
147,207 |
|
0.90 |
171,742 |
|
1.05 |
196,276 |
|
1.20 |
220,811 |
|
Total Options |
1,349,400 |
Bob Head’s grant is also in two parts:
1. The first option has been granted over 400,000 shares with an exercise price of £0.00001 and with one third vesting on 13 June 2020 (being the first anniversary of Bob Head’s appointment) and the remaining two third vesting on 13 June 2021 and 13 June 2022 respectively.
2. The second performance option has been granted over 400,000 shares with an exercise price of 15 pence. The Options become capable of vesting in accordance with the following schedule:
|
Price (£) |
Award |
|
0.30 |
36,364 |
|
0.45 |
36,364 |
|
0.60 |
109,090 |
|
0.75 |
43,636 |
|
0.90 |
50,909 |
|
1.05 |
58,182 |
|
1.20 |
65,455 |
|
Total Options |
400,000 |
The total interest of each of the directors in the Company’s ISC assuming all Options become capable of vesting is as follows:
The notifications below are made in accordance with the requirements of the Market Abuse Regulations.
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||||||||||||||
|
a) |
Name |
Stephan Beringer |
||||||||||||||||||
|
2 |
Reason for the notification |
|||||||||||||||||||
|
a) |
Position / status |
Chief Executive Officer (PDMR) |
||||||||||||||||||
|
b) |
Initial notification / amendment |
Amdendment |
||||||||||||||||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||||||||||||||
|
a) |
Name |
Mirriad Advertising plc |
||||||||||||||||||
|
b) |
LEI |
213800ZKOK9GIME7HE62 |
||||||||||||||||||
|
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 financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
||||||||||||||||||
|
b)
|
Nature of the transaction
|
Amendment to grant of Options |
||||||||||||||||||
|
c)
|
Price(s) and volume(s)
|
|
||||||||||||||||||
|
d) |
Aggregated information – Aggregated volume – Price |
5,500,000 N/A |
||||||||||||||||||
|
e) |
Date of the transaction |
2 April 2020 |
||||||||||||||||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||||||||||||||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||||||||||||||
|
a) |
Name |
John Pearson |
||||||||||||||||||
|
2 |
Reason for the notification |
|||||||||||||||||||
|
a) |
Position / status |
Non-executive Chairman (PDMR) |
||||||||||||||||||
|
b) |
Initial notification / amendment |
Amdendment |
||||||||||||||||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||||||||||||||
|
a) |
Name |
Mirriad Advertising plc |
||||||||||||||||||
|
b) |
LEI |
213800ZKOK9GIME7HE62 |
||||||||||||||||||
|
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 financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
||||||||||||||||||
|
b)
|
Nature of the transaction
|
Amendment to grant of Options |
||||||||||||||||||
|
c)
|
Price(s) and volume(s)
|
|
||||||||||||||||||
|
d) |
Aggregated information – Aggregated volume – Price |
1,349,400 N/A |
||||||||||||||||||
|
e) |
Date of the transaction |
2 April 2020 |
||||||||||||||||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||||||||||||||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||||||||||||||
|
a) |
Name |
Bob Head |
||||||||||||||||||
|
2 |
Reason for the notification |
|||||||||||||||||||
|
a) |
Position / status |
Independent Non-Executive Director (PDMR) |
||||||||||||||||||
|
b) |
Initial notification / amendment |
Amdendment |
||||||||||||||||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||||||||||||||
|
a) |
Name |
Mirriad Advertising plc |
||||||||||||||||||
|
b) |
LEI |
213800ZKOK9GIME7HE62 |
||||||||||||||||||
|
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 financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
||||||||||||||||||
|
b)
|
Nature of the transaction
|
Amendment to grant of Options |
||||||||||||||||||
|
c)
|
Price(s) and volume(s)
|
|
||||||||||||||||||
|
d) |
Aggregated information – Aggregated volume – Price |
400,000 N/A |
||||||||||||||||||
|
e) |
Date of the transaction |
2 April 2020 |
||||||||||||||||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||||||||||||||||
ENDS
About Mirriad
Mirriad’s award-winning solution unleashes new revenue for content producers and distributors by creating new advertising inventory in content. Our patented, AI and computer vision technology dynamically inserts products and innovative signage formats after content is produced. Mirriad’s market-first solution seamlessly integrates with existing subscription and advertising models, and dramatically improves the viewer experience by limiting commercial interruptions.
Mirriad currently operates in the US, Europe and China.
Enquiries:
For further information please visit www.mirriad.com or contact:
Mirriad Advertising plc
Stephan Beringer, Chief Executive Officer
David Dorans, Chief Financial Officer
Tel: +44 (0)207 884 2530
Nominated Adviser & Broker:
Canaccord Genuity Limited
Simon Bridges
Thomas Diehl
Tel: +44 (0)20 7523 8000
Financial Communications:
Charlotte Street Partners
Tom Gillingham Tel: +44 (0) 7741 659021
Andrew Wilson Tel: +44 (0) 7810 636995