SYSTEM1 GROUP PLC

Remuneration Information • Apr 18, 2019

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RNS Number : 5556W

System1 Group PLC

18 April 2019

Press Release	18 April 2019

System1 Group PLC (AIM: SYS1)

("System1", or "the Company")

Grant of Options

Following consultation with its major shareholders, the Company announces that it has granted awards under an equity incentive plan to Stefan Barden, an advisor to the Board and PDMR, subject to approval by shareholders at the Company's next Annual General Meeting.  In the event the approval is not obtained, the awards will lapse.

The awards comprise zero priced options over 300,000 shares (approximately 2.4% of the Company's voting share capital), and are split into three equal tranches. They are designed to vest only if a significant step-change in gross profit is achieved; being growth rates of approximately 100%, 200% and 300% for each of the three tranches respectively.  

Performance Conditions

100,000 zero-priced stock options ("Tranche One Options")

·    Vest: when the Company's audited Gross Profit in any financial year exceeds £45m, subject to the Company's share price exceeding £5.00 per share for a 30 day consecutive period prior to the lapse date;

·    Lapse date: 30 July 2024;

100,000 zero-priced stock options ("Tranche Two Options")

·    Vest: when the Company's audited Gross Profit in any financial year exceeds £68m, subject to the Company's share price exceeding £7.50 per share for a 30 day consecutive period prior to the lapse date;

·    Lapse date: 30 July 2029;

100,000 zero-priced stock options ("Tranche Three Options")

·    Vest: when the Company's audited Gross Profit in any financial year exceeds £90m, subject to the Company's share price exceeding £10.00 per share over a 30 day consecutive period prior to the lapse date;

·    Lapse date: 30 July 2032.

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

Stefan Barden

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)
Zero cost	300,000 Options

d)

Aggregated information

-     Aggregated volume

-     Aggregated price

-     Aggregated total

N/A

e)

Date of the transaction

17 April 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 / Emma Gabriel

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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