GB GROUP PLC — Remuneration Information 2019

Feb 27, 2019

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RNS Number : 3149R

GB Group PLC

27 February 2019

	27 February 2019

GB GROUP PLC

("GBG" or "the Company")

Notification of Director's Interest

The Board of GBG announces that the investment made by the executive directors in acquiring ordinary shares of 2.5p each in the Company ("Ordinary Shares") in February 2019 as part of the share placing for the acquisition of IDology Inc. was carried out under the Bonus Deferral and Share Matching Plan of the Company.

Accordingly, subject to the conditions outlined below, the investment by the executive directors has been matched, and grossed up for income taxes, to 1.75x the investment made.

The conditional matching option awards to the executive directors are set out in the table below.  The figures reflect the maximum number of matched Ordinary Shares over which the option awards may be exercised. The actual number will depend upon the extent to which the established performance conditions detailed in GBG's annual report are satisfied over the performance period.

Name	Performance Period Award	Maximum Matching on Exercise	Price Payable
Chris Clark Chief Executive Officer	1 April 2018 to 31 March 2021	128,853 Ordinary Shares	Nominal Value (2.5p)
David Wilson, Group Finance & Operations Director	1 April 2018 to 31 March 2021	125,379 Ordinary Shares	Nominal Value (2.5p)
Nick Brown, Managing Director	1 April 2018 to 31 March 2021	125,376 Ordinary Shares	Nominal Value (2.5p)

Following this announcement:

(i)       Chris Clark has:

·     a beneficial holding of 39,024 Ordinary Shares (which represents 0.02% of the issued share capital of the Company); and

·     options over a maximum of 1,528,853 Ordinary Shares.

(ii)      Dave Wilson has:

·     a beneficial holding of 284,337 Ordinary Shares (which represents 0.15% of the issued share capital of the Company); and

·     options over a maximum of 896,375 Ordinary Shares.

(iii)    Nick Brown has:

·     a beneficial holding of 922,196 Ordinary Shares (which represents 0.48% of the issued share capital of the Company); and

·      options over a maximum of 710,559 Ordinary Shares.

A summary of the rules of the Bonus Deferral and Share Matching Plan is as follows:

The Company announced in November 2011 that following consultation with its major shareholders, the Remuneration Committee of the Board had approved the establishment of a salary sacrifice, bonus deferral and share matching plan whereby the executive directors and certain senior managers will have the opportunity to elect to invest up to 20% of their annual salary and up to 80% of their annual bonus in ordinary shares. Subject to continued employment, the retention of these shares and the meeting of a demanding financial performance target, the investment will be matched on a gross basis by matching shares, in the form of options with a nominal value exercise price, which will, subject to these conditions, vest after three years.

1.         

Details of the person discharging managerial responsibilities / person closely associated

a.         

Name

Chris Clark

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

GB Group plc

b.         

LEI

213800RBAFZIBCV7XR29

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 2.5 pence

GB0006870611

b.         

Nature of the transaction

Grant of options under share matching plan

c.         

Price(s) and volume(s)

Price(s)	Volume(s)
2.5p	128,853

d.         

Aggregated information

· Aggregated volume

· Price

128,853

2.5p

e.         

Date of the transaction

26 February 2019

f.         

Place of the transaction

London Stock Exchange (XLON); AIM

1.         

Details of the person discharging managerial responsibilities / person closely associated

a.         

Name

Dave Wilson

2.         

Reason for the notification

a.         

Position/status

Group Finance & Operations Director

b.         

Initial notification

/Amendment

Initial notification

3.         

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

a.         

Name

GB Group plc

b.         

LEI

213800RBAFZIBCV7XR29

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 2.5 pence

GB0006870611

b.         

Nature of the transaction

Grant of options under share matching plan

c.         

Price(s) and volume(s)

Price(s)	Volume(s)
2.5p	125,379

d.         

Aggregated information

· Aggregated volume

· Price

125,379

2.5p

e.         

Date of the transaction

26 February 2019

f.         

Place of the transaction

London Stock Exchange (XLON); AIM

1.         

Details of the person discharging managerial responsibilities / person closely associated

a.         

Name

Nick Brown

2.         

Reason for the notification

a.         

Position/status

Group Managing Director

b.         

Initial notification

/Amendment

Initial notification

3.         

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

a.         

Name

GB Group plc

b.         

LEI

213800RBAFZIBCV7XR29

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 2.5 pence

GB0006870611

b.         

Nature of the transaction

Grant of options under share matching plan

c.         

Price(s) and volume(s)

Price(s)	Volume(s)
2.5p	125,376

d.         

Aggregated information

· Aggregated volume

· Price

125,376

2.5p

e.         

Date of the transaction

26 February 2019

f.         

Place of the transaction

London Stock Exchange (XLON); AIM

- Ends-

For further information, please contact:

GB Group plc	01244 657333
John Constantin, Company Secretary
Peel Hunt LLP (Nominated Adviser and Broker)	020 7418 8900
Edward Knight Peter Stewart
Nick Prowting
Website		www.gbgplc.co.uk

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