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FRANCHISE BRANDS PLC Director's Dealing 2020
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Director's Dealing
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National Storage Mechanism | Additional information 
RNS Number : 0968Z
Franchise Brands PLC
16 September 2020
16 September 2020
Franchise Brands plc
("Franchise Brands" or the "Company")
New Share Option Schemes, Grant of Share Options and Director Share Dealings
Franchise Brands (AIM: FRAN) announces that its Remuneration Committee yesterday approved the grant of options to employees and directors under two new incentive schemes, a Company Share Option Plan ("CSOP") and a Management Share Option Scheme. In addition, the Company has been notified of two non-financial movements in the holdings of shares held by two directors, as detailed at the end of this announcement.
Company Share Option Plan
The Company has established a new CSOP for employees and directors, which will enable them to acquire new ordinary shares of 0.5 pence each in the Company ("Ordinary Shares") subject to certain Company performance criteria being met. Similar to the Company's existing share option schemes, employees and directors are only able to exercise their options under the CSOP as follows:
1) as to 20 per cent. after reported fully diluted adjusted earnings per share ("EPS") achieves compound annual growth of 8 per cent. over each of the next three financial years;
2) as to 100 per cent. after reported fully diluted adjusted EPS achieves compound annual growth of 15 per cent. over each of the next three financial years; and
3) between 20 per cent. to 100 per cent. of their options on a sliding scale basis on EPS growth between the targets in 1) and 2) above.
The Company yesterday awarded a total of 1,622,136 options under the CSOP to the majority of employees of the Group, including 238,636 to five executive directors and two senior employees but which have an additional investment condition as detailed below. All these options are exercisable at the closing mid-market price on 14 September of 88 pence per Ordinary Share (the "Exercise Price") and the options expire on 15 September 2030 if not exercised.
The number of options granted to each director and senior employee under the CSOP at the Exercise Price has been determined as being two times the value of Ordinary Shares they have each agreed to acquire in the Company, either by acquiring existing Ordinary Shares in the market or, where this is not possible, through the issue of new Ordinary Shares by the Company at the then prevailing share price (and any such issue of new Ordinary Shares will be announced separately once the shares have been acquired), subject to a maximum of £30,000 of CSOP options each. These CSOP options will lapse to the extent that the requisite investment into Ordinary Shares has not been made by a pre-determined date (subject to limited exceptions approved by the Remuneration Committee).
Details of the options granted to directors under the CSOP are as follows:
| Director | Position | Number of options granted at 88p | Value of shares to be acquired at market price |
| Peter Molloy | Managing Director, Metro Rod | 34,091 | £15,000 |
| Tim Harris | Managing Director, B2C Division | 34,091 | £15,000 |
| Julia Choudhury | Corporate Development Director | 34,091 | £15,000 |
| Chris Dent | Chief Financial Officer | 34,091 | £15,000 |
| Colin Rees | Chief Information Officer | 34,091 | £15,000 |
| 170,455 | £75,000 | ||
Management Share Option Scheme
In addition to the above, the Company has awarded 181,818 options to three executive directors and one senior employee under a new unapproved "nil cost" Management Share Option Scheme ("Management Scheme"), which will enable them to acquire new Ordinary Shares at their nominal value of 0.5 pence each based on the value of Ordinary Shares they have agreed to acquire in the Company. Options granted under the Management Scheme have the same EPS conditions of exercise as the CSOP as set out above.
Similar to the grants to directors and senior employees under the CSOP, the number of options granted to each director and senior employee under the Management Scheme has been determined as being equal to the value of Ordinary Shares they have each agreed to acquire in the Company, either by acquiring existing Ordinary Shares in the market or where this is not possible, through the issue of new Ordinary Shares by the Company at the then prevailing share price (and any such issue of new Ordinary Shares will be announced separately once the shares have been acquired). Options under the Management Scheme will lapse to the extent that the requisite investment into Ordinary Shares has not been made by a pre-determined date (subject to limited exceptions approved by the Remuneration Committee).
Details of the options granted to directors under the Management Scheme are as follows:
| Director | Position | Number of options granted at nominal value | Value of shares to be acquired at market price |
| Peter Molloy | Managing Director, Metro Rod | 28,409 | £25,000 |
| Chris Dent | Chief Financial Officer | 17,045 | £15,000 |
| Colin Rees | Chief Information Officer | 39,773 | £35,000 |
| 85,227 | £75,000 | ||
Following the grant of all the CSOP options and Management Scheme options set out above, the Company now has options issued over a total of 5,753,302 new Ordinary Shares, representing 6.0 per cent. of the Company's issued share capital.
Other Director Share Dealings
The Company has been notified that Chris Dent, Chief Financial Officer, has transferred 26,207 Ordinary Shares to his SIPP and he remains the beneficial owner of those shares.
In addition, Stephen Hemsley, Executive Chairman, has entered into a share pledge for some Ordinary Shares but his total beneficial ownership of Ordinary Shares remains unchanged.
Details of both these transactions are set out in the requisite disclosure forms at the end of this announcement.
Enquiries:
| Franchise Brands plc | + 44 (0) 1625 813231 |
| Stephen Hemsley, Executive Chairman | |
| Chris Dent, Chief Financial Officer | |
| Julia Choudhury, Corporate Development Director | |
| Allenby Capital Limited (Nominated Adviser and Joint Broker) | +44 (0) 20 3328 5656 |
| Jeremy Porter / Liz Kirchner | |
| Dowgate Capital Limited (Joint Broker) | +44 (0) 20 3903 7715 |
| James Serjeant / Colin Climie | |
| MHP Communications (Financial PR) | +44 (0) 20 3128 8100 |
| Katie Hunt | +44 (0) 7884 494112 |
| [email protected] |
About Franchise Brands plc
Franchise Brands is focused on building market-leading businesses in selected customer segments using primarily a franchise model. The Group currently has a combined network of over 430 franchisees across five franchise brands. Our focus is on established brands which can benefit from our shared support services, specialist sector expertise, management experience and group resources.
Franchise Brands' portfolio of market-leading service businesses grew in 2019 with the acquisition of Willow Pumps. The addition of Willow Pumps, a direct labour organisation, represented an important step in expanding Metro Rod and Metro Plumb's range of services to the commercial market.
The Group is organised into a B2B division comprised of Metro Rod, Metro Plumb and Willow Pumps, and a B2C division that incorporates ChipsAway, Ovenclean and Barking Mad. This divisional organisation of our brands is designed to provide a greater focus and structure to support the strategic development of our B2B and B2C brands.
Each of our brands are leaders in their respective markets and each brand has a long trading history. The combined trading history of all the Group's brands is over 125 years.
Franchise Brands plc employs some 260 people across three principal locations in Macclesfield, Kidderminster and Aylesford.
For further information, visit www.franchisebrands.co.uk.
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)
Name
Peter Molloy
Tim Harris
Julia Choudhury
Chris Dent
Colin Rees
2
Reason for the notification
a)
Position/status
Executive Directors
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Franchise Brands plc
b)
LEI
213800CFRX6CJ8LCKN37
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
Options over ordinary shares of 0.5p each in Franchise Brands plc
Identification code (ISIN) for Franchise Brands plc ordinary shares: GB00BD6P7Y24
b)
Nature of the transaction
Grant of options over ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 88p | 170,455 |
d)
Aggregated information
- Aggregated volume
- Price
Peter Malloy - 34,091 at 88p
Tim Harris - 34,091 at 88p
Julia Choudhury - 34,091 at 88p
Chris Dent - 34,091 at 88p
Colin Rees - 34,091 at 88p
e)
Date of the transaction
15 September 2020
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Peter Molloy
Chris Dent
Colin Rees
2
Reason for the notification
a)
Position/status
Executive Directors
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Franchise Brands plc
b)
LEI
213800CFRX6CJ8LCKN37
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
Options over ordinary shares of 0.5p each in Franchise Brands plc
Identification code (ISIN) for Franchise Brands plc ordinary shares: GB00BD6P7Y24
b)
Nature of the transaction
Grant of options over ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 0.5p | 85,227 |
d)
Aggregated information
- Aggregated volume
- Price
Peter Molloy - 28,409 at 0.5p
Chris Dent - 17,045 at 0.5p
Colin Rees - 39,773 at 0.5p
e)
Date of the transaction
15 September 2020
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
John Christopher Dent
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
Franchise Brands plc
b)
LEI
213800CFRX6CJ8LCKN37
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 0.5p each in Franchise Brands plc
Identification code (ISIN) for Franchise Brands plc ordinary shares: GB00BD6P7Y24
b)
Nature of the transaction
Change of registered owner (transfer to SIPP)
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 90p | 26,207 |
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
14 September 2020
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Stephen Hemsley
2
Reason for the notification
a)
Position/status
Executive Chairman
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Franchise Brands plc
b)
LEI
213800CFRX6CJ8LCKN37
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 0.5p each in Franchise Brands plc
Identification code (ISIN) for Franchise Brands plc ordinary shares: GB00BD6P7Y24
b)
Nature of the transaction
Share pledge to EFG Private Bank Limited (the registered and beneficial owner of the shares subject to the pledge is unchanged and retains full voting rights)
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| n/a | 1,397,862 |
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
15 September 2020
f)
Place of the transaction
n/a
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