ASA International Group plc

Grant of options under the ASA International Long-Term Incentive Plan (the 'LTIP')

ASA International Group plc (the 'Company'), one of the world's largest international microfinance institutions, announces that on 28 October 2022 (the 'Grant Date') it has granted options ('Options') over about 2,500,000 ordinary shares of £0.01 each in the Company ('Shares') under its LTIP to certain Executive Directors and Persons Discharging Managerial Responsibilities ('PDMRs'). The Company's LTIP is designed to incentivise and retain directors and senior staff, along with aligning them with shareholders' interest to create long term value.   

The Options will normally vest, subject to continued employment, on the following schedule:

·           20% each year between the first and fifth anniversaries of the Grant Date; or

·           for Executive Directors only, 60% on the third anniversary and 20% on each of the fourth and fifth anniversaries of the Grant Date.

To the extent they vest, the Options are exercisable at a price of 93 pence per ordinary share, being the average share price for the three business days before the Grant Date.

As disclosed previously (including at the time of the Company's listing), certain (direct and indirect) shareholders in the Company are taken to constitute a "concert party" for the purposes of the Takeover Code. Those shareholders include Dirk Brouwer and the entities through which he indirectly holds his interests in the Company, including Catalyst Microfinance Investors ('CMI') and Catalyst Continuity Limited ('Catalyst Continuity'). CMI and Catalyst Continuity are ultimately controlled by Dirk Brouwer through CMIMC, a holding company of the founders of CMI.

A consequence of the current aggregate shareholding of the Concert Party being 47,303,463 Shares is that any increase in that aggregate shareholding (which could result from, among other things, any exercise of the Options granted to Dirk Brouwer), may result in a requirement under Rule 9 of the Takeover Code for the Concert Party to make a mandatory offer for the remainder of the share capital of the Company not already held by it. Therefore, it is envisaged that (save in circumstances where it is determined that such an offer is intended and desirable) the independent directors, being all of the directors of the Company who are not members of the Concert Party, will, prior to any exercise of options by any member of the Concert Party, seek a waiver from the Takeover Panel in respect of any requirement of the Concert Party to make such a mandatory offer under Rule 9 of the Takeover Code. It is expected that any such waiver from the Takeover Panel, if granted, would remain subject to a vote of the independent shareholders of the Company to approve its terms.

The following disclosures are made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014 as it forms part of UK law.

Notification of Transactions of PDMRs