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On 23 May 2025, Kooth plc granted options over 312,000 shares in aggregate to Executive Directors and certain senior management under its Long-Term Incentive Plan. This included 84,000 options for Joint CEO Kate Newhouse and 72,000 options for CFO Sanjay Jawa, each with an exercise price of £0.05 per share. These awards are subject to performance conditions over a three-year period commencing 31 March 2025, vesting on 31 March 2028, and have a maximum dilutive impact of approximately 0.9% if targets are met.
| Date | 23 May 2025 |
| Time | 16:06:36 |
| Category | Director/PDMR dealings |
| ID | 0453K |
23 May 2025
Kooth plc
("Kooth" or the "Company" or the "Group")
Awards under Long Term Incentive Plan and PDMR dealing
Kooth (AIM: KOO), a leading provider of digital mental health services, announces the fourth grant of options to Executive Directors and certain senior management under the Long-Term Incentive Plan ("LTIP") as outlined in Kooth's admission document dated 26 August 2020.
The LTIP was established to incentivise management to deliver long-term value creation for shareholders and ensure alignment with shareholder interests.
Background
The LTIP is a discretionary share plan. Under the LTIP the Board may, within certain limits and subject to any applicable performance conditions, grant to eligible employees (i) options over Shares ("LTIP Options") and/or (ii) an immediate award of Shares, subject to restrictions or forfeiture (together "LTIP Awards").
Award size, performance conditions and dilution
On 23 May 2025, options over 312,000 shares in aggregate (the "2025 Awards") were granted under the LTIP, including those set out below which were granted to directors:
|
Director / PDMR |
Role |
Number of shares over which 2025 Awards made |
|
Kate Newhouse |
Joint Chief Executive Officer |
84,000 |
|
Sanjay Jawa |
Chief Financial Officer |
72,000 |
The vesting of the 2025 Awards is subject to the achievement of performance conditions based upon Kooth's total shareholder return over the three-year performance period commencing 31 March 2025 and the growth in the Company's earnings per share between 2025 and 2027. The awards will vest (subject to the achievement of the performance conditions) on 31 March 2028. To the extent they vest, awards held by Executive Directors will be subject to a post-vesting holding period of two years. The awards granted to other senior management will be released at vesting.
Each award has been granted in the form of an option with an exercise price per share of £0.05.
If the maximum targets are met in 2028, the total dilutive impact of the 2025 Awards will be c. 0.9%. The maximum aggregate dilutive effect of awards currently in issue that can be exercised under the LTIP remains below 10% of issued share capital.
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 |
Kate Newhouse |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
Joint 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 |
Kooth plc |
|
b) |
LEI |
2138001YLGO1L8UYOM90 |
|
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 £0.001 each
ISIN: GB00BMCZLK30 |
|
b) |
Nature of the transaction |
Grant of options over ordinary shares under the Company's LTIP |
|
c) |
Price(s) and volume(s) |
84,000 at nil price point |
|
d) |
Aggregated information - Aggregated volume - Price |
n/a |
|
e) |
Date of the transaction |
23 May 2025 |
|
f) |
Place of the transaction |
Off market transaction |
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
|
a) |
Name |
Sanjay Jawa |
|
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 |
Kooth plc |
|
b) |
LEI |
2138001YLGO1L8UYOM90 |
|
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 £0.001 each
ISIN: GB00BMCZLK30 |
|
b) |
Nature of the transaction |
Grant of options over ordinary shares under the Company's LTIP |
|
c) |
Price(s) and volume(s) |
72,000 at nil price point |
|
d) |
Aggregated information - Aggregated volume - Price |
n/a |
|
e) |
Date of the transaction |
23 May 2025 |
|
f) |
Place of the transaction |
Off market transaction |
- Ends -
For further information:
|
Kooth plc |
|
|
Tim Barker, Joint CEO |
|
|
Stifel, Nominated Adviser & Sole Broker |
+44 (0) 20 7710 7600 |
|
Ben Maddison, Erik Anderson, Nick Harland, Ben Good |
|
|
FTI Consulting, Financial PR |
|
|
Ben Atwell, Alex Shaw |
|