|
For
Immediate Release
|
3 February
2025
|
|
|
|
boohoo group
plc
("boohoo"
or the "Company")
Grant of Options, Issue of
Shares and Directors' Dealing
boohoo group plc (AIM: BOO), a
leading online fashion group, announces
that options over a total of 8,293,104 Ordinary Shares of 1
pence each ("Shares") were
granted to Dan Finley, Group Chief Executive Officer, and Stephen
Morana, Group Chief Financial Officer today, 3 February
2025.
In addition, the Company has issued
275,864 ordinary shares of 1
pence each ("New Ordinary
Shares") to its Non‐Executive Directors as part of their
compensation package.
Grant of Options (the
"Awards")
Nil cost options over
1,000,000 Shares were granted to Dan Finley pursuant to the
Company's Discretionary Share Award Plan, equating to 0.07% of
the issued share capital. This award forms part of Dan's
remuneration as Chief Executive of Debenhams prior to his
appointment as Group CEO on 1 November 2024. The options vest in
three tranches on 28 June 2025, 28 June 2026, and 28 June
2027.
In addition, nil cost options over
3,793,104 Shares were granted today to Dan Finley and 3,500,000 to
Stephen Morana, equating to 0.52 % of the issued share capital.
These awards form part of the terms and conditions of Dan and
Stephen's appointments as Group CEO and Group CFO. Dan's Award
vests and becomes exercisable immediately. Stephen's Award, which
was conditional upon continued employment 12 months after his
appointment as Group CFO on 19 February 2024, vests and becomes
exercisable on 19 February 2025.
The Awards will be satisfied by the
Company's Employee Benefit Trust and there
is no dilutive impact on shareholders.
Dan and Stephen are not participants
in the Company's Growth Share Plan announced on 8 March
2023.
Following this grant, Dan and
Stephen's interests in the Company's Shares are as
follows:
|
Director
|
Shares
held personally
|
Shares
under option in LTIP
|
Shares
held under SIP
|
Shares
under option in SAYE
|
Shares
under option in DSP
|
Shares
under option in Conditional Award
|
Total
interest
|
% of
issued share capital
|
|
Dan Finley
|
290,806
|
-
|
-
|
60,000
|
3,123,340
|
4,658,441
|
8,132,587
|
0.58%
|
|
Stephen Morana
|
129,097
|
-
|
-
|
-
|
-
|
3,500,000
|
3,629,097
|
0.26%
|
Issue of Shares
A total of 275,864 New Ordinary
Shares were issued at an effective price of 29.00 pence under the
terms of the Non-Executive Directors' letter of appointment which
requires compensation to be made partly in cash and partly in
Ordinary Shares.
The New Ordinary Shares represent
the share compensation due for the financial year ending 28
February 2025 and are subject to lock in provisions for as long as
the recipient remains a director of boohoo.
The details of the issuance are set
out below:
|
Director
|
Value of the share
issuance
|
Number of New Ordinary Shares
Issued
|
Number of Ordinary Shares held
following the issuance
|
Percentage of the Ordinary Issue
Share Capital (%)
|
|
Iain McDonald
|
£20,000
|
68,966
|
879,839
|
0.063
|
|
Tim Morris
|
£20,000
|
68,966
|
144,701
|
0.010
|
|
Kirsty Britz
|
£10,000
|
34,483
|
94,548
|
0.007
|
|
Alistair McGeorge
|
£20,000
|
68,966
|
127,644
|
0.009
|
|
John Goold
|
£10,000
|
34,483
|
63,956
|
0.005
|
Trading in the New Ordinary Shares,
which will rank pari passu in all respects with the
existing Ordinary Shares, is expected to commence on or around 6
February 2025.
Total Voting Rights
Following admission of the New
Ordinary Shares, the total number of ordinary shares and voting
rights in the Company will be 1,397,216,579. 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 and Transparency
Rules.
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Enquiries
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boohoo group plc
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Stephen Morana, Chief Financial
Officer
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Tel: +44 (0)161 233 2050
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Victoria Huxster, Head of Investor
Relations
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Tel: +44 (0)161 233 2050
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Zeus
Capital - Nominated adviser and joint broker
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Nick Cowles / Dan Bate / James
Edis
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Tel: +44 (0)161 831 1512
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Benjamin Robertson
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Tel: +44 (0)20 3829 5000
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HSBC
- Joint broker
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Anthony Parsons / Alex Thomas / Chloe
Ponsonby / James Hopton
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Tel: +44 (0)20 7991 8888
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Headland - Financial PR adviser
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Susanna Voyle / Will Smith
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Tel: +44 (0)20 3725 7514
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About boohoo group plc
"Leading the fashion eCommerce market"
Founded in Manchester in 2006, boohoo group is a
fashion forward, inclusive and innovative business. The Group's
brands are complementary, vibrant and scalable, delivering
inspirational, on-trend fashion to our customers 24/7. The
diversity of our brands, including the group's 5 core brands,
boohoo, boohooMAN, PrettyLittleThing, Karen Millen and Debenhams,
enable us to serve a broad customer base, globally, with a primary
focus on the UK and US markets. Since its acquisition in
2021, Debenhams has been transformed from a retailer into a digital
marketplace with a capital-light, low-risk operating model and a
focus on fashion, beauty as well as home. Boohoo group is
concentrated on driving sustainable, profitable growth with
technology and automation increasing efficiency across the
business.
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)
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Name
|
Dan Finley
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group 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
|
boohoo group plc
|
|
b)
|
LEI
|
213800SZF3KFCECWY243
|
|
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 1p
each
ISIN: JE00BG6L7297
|
|
b)
|
Nature of the transaction
|
Grant of Options
|
|
c)
|
Price(s) and volume(s)
|
|
|
Price
|
No. of shares
|
|
i
|
Nil
|
1,000,000
|
|
ii
|
Nil
|
3,793,104
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
|
|
Price
|
No. of shares
|
|
i.
|
Nil
|
4,793,104
|
|
|
e)
|
Date of the transaction
|
3 February 2025
|
|
f)
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Place of the transaction
|
Outside of a trading
venue
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Stephen Morana
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group Chief Financial
Officer
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
boohoo group plc
|
|
b)
|
LEI
|
213800SZF3KFCECWY243
|
|
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 1p
each
ISIN: JE00BG6L7297
|
|
b)
|
Nature of the transaction
|
Grant of Options
|
|
c)
|
Price(s) and volume(s)
|
|
|
Price
|
No. of shares
|
|
i
|
Nil
|
3,500,000
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
|
|
Price
|
No. of shares
|
|
i.
|
Nil
|
3,500,000
|
|
|
e)
|
Date of the transaction
|
3 February 2025
|
|
f)
|
Place of the transaction
|
Outside of a trading
venue
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
i.
Iain McDonald
ii.
Tim Morris
iii.
Kirsty Britz
iv.
Alistair McGeorge
v.
John Goold
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
i.
Non-Executive Director
ii.
Chair and Non-Executive Director
iii.
Non-Executive Director
iv.
Non-Executive Director
v.
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
|
boohoo group plc
|
|
b)
|
LEI
|
213800SZF3KFCECWY243
|
|
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 1p
each
ISIN: JE00BG6L7297
|
|
b)
|
Nature of the transaction
|
Issue of shares as part of
compensation
|
|
c)
|
Price(s) and volume(s)
|
|
|
Price
|
No. of shares
|
|
i
|
29.00p
|
68,966
|
|
ii
|
29.00p
|
68,966
|
|
iii
|
29.00p
|
34,483
|
|
iv
|
29.00p
|
68,966
|
|
v
|
29.00p
|
34,483
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
|
|
Price
|
No. of shares
|
|
i
|
£20,000
|
68,966
|
|
ii
|
£20,000
|
68,966
|
|
iii
|
£10,000
|
34,483
|
|
iv
|
£20,000
|
68,966
|
|
v
|
£10,000
|
34,483
|
|
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e)
|
Date of the transaction
|
3 February 2025
|
|
f)
|
Place of the transaction
|
Outside of a trading
venue
|
