SYSTEM1 GROUP PLC

Remuneration Information • Sep 5, 2019

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RNS Number : 2704L

System1 Group PLC

05 September 2019

Press Release	5 September 2019

System1 Group PLC (AIM: SYS1)

("System1", or "the Company")

Grant of Options

Following approval by shareholders at the 2019 annual general meeting to amend certain of the terms of the System1 Group PLC Long Term Incentive Plan (the "LTIP"), the Company announces that it has granted awards under the LTIP. Full details of the amendments to the LTIP can be found in the 2019 Notice of AGM.

The share options are nil cost and will vest subject to achieving stretching performance conditions, as follows:

a)   Maximum vesting requires gross profit in any financial year ending 31 March prior to 12 August 2024 of at least £77.1m, and minimum vesting requires gross profit of at least £39.5m; and

b)   In addition, there are profit after tax and share price underpins

The awards comprise nil cost options and conditional shares over 1,058,135 shares, of which options over 198,400 shares were granted to each of John Kearon and James Geddes. In the case of James Geddes, the option award replaces options awarded to him in March 2017 under the LTIP (John Kearon did not previously participate in the LTIP).

The maximum potential dilution arising from options awarded under the LTIP remains below the upper limit under the rules of the plan (8.5% of the Company's issued share capital as at 1 January 2017 - 13,226,775 shares).

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them  

1.

Details of PDMR / person closely associated with them ("PCA")

a)

Name

John Kearon

2.

Reason for the notification

a)

Position / status

PDMR 

b)

Initial notification / amendment

Initial notification

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

System1 Group PLC

b)

Legal Entity Identifier

213800TDLR42C3Q9ZB74

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

Options over ordinary shares

b)

Nature of the transaction

Granting of LTIP Awards

c)

Price(s) and volume(s)

Price(s)	Volume(s)
Nil cost	198,400 Options

d)

Aggregated information

-     Aggregated volume

-     Aggregated price

-     Aggregated total

N/A

e)

Date of the transaction

4 September 2019 (UK)

f)

Place of the transaction

Outside a trading venue

1.

Details of PDMR / person closely associated with them ("PCA")

a)

Name

James Geddes

2.

Reason for the notification

a)

Position / status

PDMR 

b)

Initial notification / amendment

Initial notification

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

System1 Group PLC

b)

Legal Entity Identifier

213800TDLR42C3Q9ZB74

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

Options over ordinary shares

b)

Nature of the transaction

Granting of LTIP Awards

c)

Price(s) and volume(s)

Price(s)	Volume(s)
Nil cost	198,400 Options

d)

Aggregated information

-     Aggregated volume

-     Aggregated price

-     Aggregated total

N/A

e)

Date of the transaction

4 September 2019 (UK)

f)

Place of the transaction

Outside a trading venue

The Company can be found at www.system1group.com.

For further information, please contact:

System1 Group PLC	Tel: +44 (0)20 7043 1000
John Kearon, Chief Executive Officer
James Geddes, Chief Financial Officer
Canaccord Genuity Limited	Tel: +44 (0)20 7523 8000
Simon Bridges

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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