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DIRS - Replacement: New Long-Term Incentive Plan

Company: GEAR4MUSIC (HOLDINGS) PLC Date: 2021-10-15 Language: English Register to download
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RNS Number : 2255P

Gear4music (Holdings) PLC

15 October 2021

This announcement replaces the announcement released at 8.30am on 15 October 2021 (RNS Number 2247P). The vesting dates refer to a month rather than a specific date. All other details remain unchanged.

15 October 2021

Gear4music (Holdings) plc

("Gear4music", "the Company" or "the Group")

New Long-Term Incentive Plan

The board of Gear4music (AIM: G4M), the largest UK based retailer of musical instruments and music equipment, announces a new long-term management incentive plan ('Plan') to incentivise senior employees in a manner that aligns with the interests of the Company's shareholders.

The Plan involves the issue of 377,100 'D' Ordinary shares ('D Shares') in Gear4music Limited, a subsidiary of the Company.  The D Shares are capable of vesting between 2023 and 2027 and can be exchanged on a one-for-one basis for new ordinary shares of ten pence each in the capital of the Company ('Ordinary Shares'), subject to achieving minimum specified fully diluted earnings per share ('eps') targets as set out below.

|     |     |     |     |
| --- | --- | --- | --- |
| Financial year ending | Vesting date | Fully diluted eps target | No. D Shares vesting |
| 31 March 2023 | July 2023 | 46p | 75,420 |
| 31 March 2024 | July 2024 | 53p | 75,420 |
| 31 March 2025 | July 2025 | 61p | 75,420 |
| 31 March 2026 | July 2026 | 68p | 75,420 |
| 31 March 2027 | July 2027 | 76p | 75,420 |
|     |     |     | 377,100 |

Certain of the Company's directors (also considered Persons Discharging Managerial Responsibilities) are participating in the Plan as detailed below, along with members of the Group's senior management team:

|     |     |     |
| --- | --- | --- |
| Name | Position | No. D Shares issued |
| Gareth Bevan | Chief Commercial Officer | 113,130 |
| Andrew Wass | Chief Executive Officer | 75,420 |
| Chris Scott | Chief Financial Officer | 37,710 |

The D Shares are non-voting, non-dividend restricted shares. The initial subscription cost is paid by way of a cash bonus.  Assuming that awards fully vest, the maximum implied dilution over the life of the Plan would represent 1.8% of the Company's then issued share capital, increasing to 2.9% when also taking into account awards (whether exercised or currently outstanding) under the Company's various other share schemes made since IPO in 2015. Further details will be set out in the Annual Report and Accounts for the year ending 31 March 2022 when published.

Prior to implementing the Plan, the Company consulted with certain of its major institutional shareholders.

Enquiries:

|     |     |
| --- | --- |
| Gear4music<br><br>Ken Ford, Non-Executive Chairman and Remuneration Committee Chairman | +44 (0)20 3405 0205 |
|     |     |
| Singer Capital Markets - Nominated Adviser and Joint Broker<br><br>Peter Steel/Amanda Gray, Corporate Finance<br><br>Tom Salvesen, Corporate Broking | +44 (0)20 7496 3000 |
|     |     |
| Investec Bank plc - Joint Broker<br><br>David Flin<br><br>Alex Wright<br><br>Harry Hargreaves | +44 (0)20 7597 5970 |
|     |     |
| Alma PR - Financial PR<br><br>Harriet Jackson<br><br>Josh Royston<br><br>Faye Calow | +44 (0)20 3405 0205<br><br>Gear4music@almapr.co.uk |

Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMR") and persons closely associated with them

|     |     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- | --- |
| 1   | Details of the person discharging managerial responsibilities / person closely associated |     |     |     |     |     |
| a)  | Name | Gareth Bevan |     |     |     |     |
| 2   | Reason for the notification |     |     |     |     |     |
| a)  | Position/status | Chief Commercial Officer and a PDMR of the Company |     |     |     |     |
| b)  | Initial notification /Amendment | Initial |     |     |     |     |
| 3   | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |     |     |     |     |     |
| a)  | Name | Gear4music (Holdings) plc |     |     |     |     |
| b)  | LEI | 2138005H4W74HDGSFC49 |     |     |     |     |
| 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 | Ordinary Shares of £0.10 each |     |     |     |     |
|     |     |     |     |     |     |
| Identification code | GB00BW9PJQ87 |     |     |     |     |
|     |     |     |     |     |     |
| b)  | Nature of the transaction | Issue of D Shares under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis. |     |     |     |     |
| c)  | Price(s) and volume(s) |     |     |     |     |     |
|     |     | Vesting date | Price | Volume(s) |     |
|     |     | 31/07/23 | £nil | 22,626 |     |
|     |     | 31/07/24 | £nil | 22,626 |     |
|     |     | 31/07/25 | £nil | 22,626 |     |
|     |     | 31/07/26 | £nil | 22,626 |     |
|     |     | 31/07/27 | £Nil | 22,626 |     |
|     |     |     |     |     |     |
| d)  | Aggregated information |     |     |     |     |     |
|     |     |     |     |     |     |
| \- Aggregated volume | 113,130 |     |     |     |     |
|     |     |     |     |     |     |
| \- Price | £nil |     |     |     |     |
|     |     |     |     |     |     |
| e)  | Date of the transaction | 14 October 2021 |     |     |     |     |
| f)  | Place of the transaction | Off-market transaction |     |     |     |     |

|     |     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- | --- |
| 1   | Details of the person discharging managerial responsibilities / person closely associated |     |     |     |     |     |
| a)  | Name | Andrew Wass |     |     |     |     |
| 2   | Reason for the notification |     |     |     |     |     |
| a)  | Position/status | Chief Executive Officer and a PDMR of the Company |     |     |     |     |
| b)  | Initial notification /Amendment | Initial |     |     |     |     |
| 3   | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |     |     |     |     |     |
| a)  | Name | Gear4music (Holdings) plc |     |     |     |     |
| b)  | LEI | 2138005H4W74HDGSFC49 |     |     |     |     |
| 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 | Ordinary Shares of £0.10 each |     |     |     |     |
|     |     |     |     |     |     |
| Identification code | GB00BW9PJQ87 |     |     |     |     |
|     |     |     |     |     |     |
| b)  | Nature of the transaction | Issue of D Shares under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis. D Shares awarded to Mr Wass can, subject to certain conditions, also be settled on vesting in cash rather than new Ordinary Shares. |     |     |     |     |
| c)  | Price(s) and volume(s) |     |     |     |     |     |
|     |     | Vesting date | Price | Volume(s) |     |
|     |     | 31/07/23 | £nil | 15,084 |     |
|     |     | 31/07/24 | £nil | 15,084 |     |
|     |     | 31/07/25 | £nil | 15,084 |     |
|     |     | 31/07/26 | £nil | 15,084 |     |
|     |     | 31/07/27 | £Nil | 15,084 |     |
|     |     |     |     |     |     |
| d)  | Aggregated information |     |     |     |     |     |
|     |     |     |     |     |     |
| \- Aggregated volume | 75,420 |     |     |     |     |
|     |     |     |     |     |     |
| \- Price | £nil |     |     |     |     |
|     |     |     |     |     |     |
| e)  | Date of the transaction | 14 October 2021 |     |     |     |     |
| f)  | Place of the transaction | Off-market transaction |     |     |     |     |

|     |     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- | --- |
| 1   | Details of the person discharging managerial responsibilities / person closely associated |     |     |     |     |     |
| a)  | Name | Christopher Scott |     |     |     |     |
| 2   | Reason for the notification |     |     |     |     |     |
| a)  | Position/status | Chief Financial Officer and a PDMR of the Company |     |     |     |     |
| b)  | Initial notification /Amendment | Initial |     |     |     |     |
| 3   | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |     |     |     |     |     |
| a)  | Name | Gear4music (Holdings) plc |     |     |     |     |
| b)  | LEI | 2138005H4W74HDGSFC49 |     |     |     |     |
| 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 | Ordinary Shares of £0.10 each |     |     |     |     |
|     |     |     |     |     |     |
| Identification code | GB00BW9PJQ87 |     |     |     |     |
|     |     |     |     |     |     |
| b)  | Nature of the transaction | Issue of D Shares under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis. |     |     |     |     |
| c)  | Price(s) and volume(s) |     |     |     |     |     |
|     |     | Vesting date | Price | Volume(s) |     |
|     |     | 31/07/23 | £nil | 7,542 |     |
|     |     | 31/07/24 | £nil | 7,542 |     |
|     |     | 31/07/25 | £nil | 7,542 |     |
|     |     | 31/07/26 | £nil | 7,542 |     |
|     |     | 31/07/27 | £Nil | 7,542 |     |
|     |     |     |     |     |     |
| d)  | Aggregated information |     |     |     |     |     |
|     |     |     |     |     |     |
| \- Aggregated volume | 37,710 |     |     |     |     |
|     |     |     |     |     |     |
| \- Price | £nil |     |     |     |     |
|     |     |     |     |     |     |
| e)  | Date of the transaction | 14 October 2021 |     |     |     |     |
| f)  | Place of the transaction | Off-market transaction |     |     |     |     |

About Gear4music.com

Operating from a Head Office in York, and Distribution Centres and showrooms in York, Sweden and Germany, the Group sells own-brand musical instruments and music equipment alongside premium third-party brands including Fender, Yamaha and Roland, to customers ranging from beginners to musical enthusiasts and professionals, in the UK, Europe and, more recently, into the Rest of the World.

Having developed its own e-commerce platform, with multilingual, multicurrency websites delivering to over 190 countries, the Group continues to build its overseas presence.

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