K3 CAPITAL GROUP PLC
("K3", the "Company" and including its subsidiaries the "Group")
Award of Growth Shares
K3 Capital Group plc, a multi-disciplinary professional services firm providing advisory services to SMEs, announces that
that the Board, upon recommendation of the remuneration committee, have awarded a total of
500,000 growth share awards ("Growth Shares") to certain Directors and employees of the Company under the Growth Share Plan announced by the Company on 3 August 2020.
The following Directors have agreed to subscribe for Growth Shares as set out in the table below. The subscription value was determined by the Company's independent advisers, Menzies LLP.
|
Director
|
Board Position
|
Number of Growth Shares granted
|
Aggregate Subscription Price
|
|
|
|
Tony Ford
|
Executive Vice Chairman
|
125,000
|
£2,983.75
|
|
|
|
John Rigby
|
Chief Executive Officer
|
125,000
|
£2,983.75
|
|
|
|
Andrew Melbourne
|
Chief Financial Officer
|
100,000
|
£2,387.00
|
|
|
The Growth Shares are awards granted in the form of an immediate beneficial interest to be held by participants in a discrete and bespoke class of ordinary shares, namely the Growth Shares in K3 Capital Group Holdings Limited, a wholly owned subsidiary of the Company which sits beneath the Company but above each of Quantuma Advisory Limited, RANDD UK Limited, Knightsbridge Business Services Limited, KBS Corporate Sales Limited and KBS Corporate Finance Limited.
After a minimum period of three years (being not before the announcement of the Company's financial results for the financial year ending 31 May 2023), the Growth Shares may be exchanged for new ordinary shares in the Company ("Ordinary Shares") or cash (at the Company's discretion), subject to the rules of the Plan, continued employment, and meeting certain share price hurdles, which the Remuneration Committee considers to be challenging. If the share price for the 5 day period following the announcement of the Company's financial results for the financial year 2023 is below £3.50, all of the Growth Shares will be bought back by the Company for nominal value. If the share price following the announcement of the Company's financial results for the financial year 2023 is £3.50 or above the Growth Shares will vest in full, when each vested Growth Share may be exchanged for an Ordinary Share.
The Remuneration Committee has the discretion to reduce awards if it considers an individual's performance does not justify full vesting of the awards.
Following the grant of the Growth Shares, the total number of Ordinary Shares outstanding under option arrangements is 5,284,701 representing 7.7 per cent. of the Company's issued share capital.
For further information, please contact:
|
K3 Capital Group plc
|
Tel: c/o finnCap 020 7220 0500
|
|
John Rigby, Chief Executive Officer
|
www.k3capitalgroupplc.com
|
|
Andrew Melbourne, Chief Financial Officer
|
|
|
|
|
|
finnCap Ltd (Nominated Adviser and Broker)
|
Tel: 020 7220 0500
|
|
Jonny Franklin-Adams, Emily Watts, Charlie Beeson (Corporate Finance)
|
|
Tim Redfern, Richard Chambers (Corporate Broking)
|
|
About K3 Capital
K3 Capital Group plc is a multi-disciplinary professional services firm providing advisory services to SMEs, with operations throughout the UK and overseas.
Services provided by KBS Corporate, KBS Corporate Finance, Knightsbridge and KBS Capital Markets:
·
Mergers and Acquisitions (M&A) - Company sales, brokerage and corporate finance services to SME's looking to achieve full or partial exit, advising on sales to private, trade, plc, private equity or overseas acquirors. Strategic advisory and valuations, financial due diligence and debt advisory.
Services provided by RandD UK Limited:
·
Research & Development tax credit advisory: advising clients on Research and Development Tax Credit (RDTC) claims.
Services provided by Quantuma Advisory Limited:
·
Restructuring advisory: formal insolvency appointments, informal restructuring advisory, personal insolvency and pension restructuring and insolvency advice.
·
Financial advisory: comprehensive analysis of business performance through business toolkit, independent reviews, stakeholder management and turnaround and interim support.
·
Creditor Services: creditor representation and liquidations.
·
Forensic accounting and expert witness: forensic investigations, intelligence and forensic accounting.
·
Pensions advisory: corporate and trustee advisory, pension scheme restructuring advisory, covenant advisory and expert witness.
The Group's medium-term strategy is to build a wider group of growing and complementary professional services businesses to provide SME's with high quality advice across specialist disciplines.
K3 Capital Group trades on the London Stock Exchange (AIM: K3C.L), having listed on 11 April 2017. Please visit
www.k3capitalgroupplc.com
for more information.
|
1.
|
Details of the person discharging managerial responsibilities/person closely associated
|
|
a)
|
Name:
|
Tony Ford
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status:
|
Executive Vice Chairman
|
|
b)
|
Initial notification/Amendment:
|
Initial Notification
|
|
3.
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
K3 Capital Group plc
|
|
b)
|
LEI:
|
21380043EWYIWISOAN87
|
|
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 1 penny per share
GB00BF1HPD20
|
|
b)
|
Nature of the transaction:
|
Acquisition of shares in a subsidiary company
|
|
c)
|
Price(s) and volume(s):
|
|
Price(s)
|
Volume(s)
|
|
2.387
pence
|
125,000
|
|
|
d)
|
Aggregated information:
·Aggregated volume:
· Price:
|
N/A
|
|
e)
|
Date of the transaction:
|
16
/11/2020
|
|
f)
|
Place of the transaction:
|
Outside a trading venue
|
|
1.
|
Details of the person discharging managerial responsibilities/person closely associated
|
|
a)
|
Name:
|
John Rigby
|
|
2.
|
Reason for the notification
|
|
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:
|
K3 Capital Group plc
|
|
b)
|
LEI:
|
21380043EWYIWISOAN87
|
|
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 1 penny per share
GB00BF1HPD20
|
|
b)
|
Nature of the transaction:
|
Acquisition of shares in a subsidiary company
|
|
c)
|
Price(s) and volume(s):
|
|
Price(s)
|
Volume(s)
|
|
2.387
pence
|
125,000
|
|
|
d)
|
Aggregated information:
·Aggregated volume:
·
P
rice:
|
N/A
|
|
e)
|
Date of the transaction:
|
16/11/2020
|
|
f)
|
Place of the transaction:
|
Outside a trading venue
|
|
1.
|
Details of the person discharging managerial responsibilities/person closely associated
|
|
a)
|
Name:
|
Andrew Melbourne
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status:
|
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:
|
K3 Capital Group plc
|
|
b)
|
LEI:
|
21380043EWYIWISOAN87
|
|
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 1 penny per share
GB00BF1HPD20
|
|
b)
|
Nature of the transaction:
|
Acquisition of shares in a subsidiary company
|
|
c)
|
Price(s) and volume(s):
|
|
Price(s)
|
Volume(s)
|
|
2.387
pence
|
100,000
|
|
|
d)
|
Aggregated information:
·Aggregated volume:
·Price:
|
N/A
|
|
e)
|
Date of the transaction:
|
16/11/2020
|
|
f)
|
Place of the transaction:
|
Outside a trading venue
|
