REG - Brave Bison Grp PLC - Executive LTIP and Grant of RSUs

Brave BisonAnnouncement

20/12/2021 07:00

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RNS Number : 1008W  Brave Bison Group PLC  20 December 2021

20 December 2021

 

Brave Bison Group plc

("Brave Bison", the "Company" and together with its subsidiaries the "Group")

 

Executive LTIP and Grant of RSUs

 

Brave Bison, the social and digital media company, announces the adoption of a
Long-Term Incentive Plan ("LTIP") for certain senior executives of the Company
and the grant of EMI Restricted Stock Units to other employees of the Group.

 

The LTIP will form the cornerstone of the Company's remuneration structure to
retain and motivate Brave Bison's senior executives. In structuring the LTIP,
the Brave Bison Remuneration Committee has been advised by remuneration
consultants h2glenfern and has consulted with the Company's major shareholders
representing 69% of the Company's issued share capital, inclusive of the
Directors and their connected persons.

 

The LTIP

 

Pursuant to the LTIP, Oliver Green and Theo Green, Executive Chairman and
Chief Growth Officer respectively (the "LTIP Executives") have agreed to
subscribe for non-voting subordinate shares in a wholly owned subsidiary of
the Company ("B Shares").

 

Subject to the achievement of performance conditions under the LTIP set out
below, the B Shares can be redeemed by the LTIP Executives, who are
participating equally in the LTIP on a 50:50 basis, in exchange for new
ordinary shares in the Company ("Ordinary Shares"). Redemptions of B Shares
under the LTIP may occur at any time from the third anniversary of the
adoption of the LTIP (the "First Redemption Date") until the sixth anniversary
of the adoption of the LTIP (the "Final Redemption Date").

 

In the event that the mid-market closing price per Ordinary Share exceeds 3.0
pence on the date(s) of redemption(s), the B Shares will be capable of
redemption by the LTIP Executives at any time with an aggregate value equal to
15% of value created for the Company's shareholders from the adoption of the
LTIP to redemption(s) of the B Shares, calculated as:

 

a)   The market value of all Ordinary Shares in issue on redemption of B
Shares, less

 

b)   The market value of the 1,080,816,000 Ordinary Shares currently in
issue on redemption based on an opening share price of 1.425 pence per
Ordinary Share, indexed at a compounding annualised growth rate of 8%, less

 

c)   The issue value of any additional new Ordinary Shares issued following
adoption of the LTIP and prior to redemption(s) of the B Shares, indexed at a
compounding annualised growth rate of 8%, plus

 

d)   The value of any dividends, share buy backs or any other distributions
to shareholders following the implementation of the LTIP and prior to the
redemption(s) of the B Shares

 

the "Redemption Value".

 

In calculating the number of new Ordinary Shares to be issued to the LTIP
Executives on redemption(s), the Redemption Value will be divided by the
prevailing mid-market closing price per Ordinary Share over the previous ten
business days prior to Redemption, subject to the total number of Ordinary
Shares capable of issue under the LTIP in no circumstances exceeding 12.5% of
the Company's issued ordinary share capital.

Furthermore, redemption(s) of the B Shares is restricted such that the
aggregate shareholdings of the LTIP Executives and their connected persons
does not exceed 29.9% of the Company's share capital.

 

The B Shares will also become eligible for redemption in the event of the sale
of the Company, the sale of more than 51% of the Company to an unconnected
party or the winding up of the Company.

 

Any new Ordinary Shares issued pursuant to a redemption of B Shares under the
LTIP are required to be held for a minimum period of 12 months, with a carve
out for settling tax liabilities due on redemption, and the awards under the
LTIP are subject to customary malus provisions.

 

With the LTIP forming the cornerstone of the Company's remuneration structure
to retain and motivate Brave Bison's senior management team, the LTIP
Executives have agreed that they will receive below market salaries subject to
a cap for so long as the LTIP is in force of £125,000 each. In addition, the
LTIP Executives will forgo annual bonuses and will not receive any further
incentives for the duration of the LTIP.

 

Oliver Green and Theo Green are each Directors of Brave Bison and are
therefore deemed to be related parties of the of the Company pursuant to the
AIM Rules for Companies (the 'AIM Rules') and, as a result of its potential
value, the adoption of the LTIP constitutes a related party transaction
pursuant to AIM Rule 13.

The independent Directors of the Company consider, having consulted with the
Company's nominated adviser, that the terms of the LTIP are fair and
reasonable insofar as the Company's shareholders are concerned.

Illustrative Dilution Under LTIP Award

Based on the current issued share capital, an illustrative example of the
potential dilution experienced by shareholders as a result of the LTIP is as
follows:

 Share Price at Redemption  2.00p  3.00p  5.00p  7.00p
 Shareholder Return*        1.4x   2.1x   3.5x   4.9x
 Compound Annual Return**   6%     13%    23%    30%
 % Dilution***              0%     4%     8%     10%

* Based on an entry price of 1.425p, being the market price at commencement of
the LTIP

** Assumes six-year LTIP, being the maximum duration available before
redemption

*** Award does not vest until a minimum share price of 3.00p

Grant of EMI Restricted Stock Units

 

In addition to the LTIP outlined above, Brave Bison has granted a total of
26,500,000 restricted stock units ("RSUs") to employees of the Company.

 

The RSUs have been granted as EMI-qualifying RSUs under the Company's RSU
Plan, adopted in November 2017 (the "2017 Plan"), and entitle the recipients
to receive new Ordinary Shares upon exercise of the RSUs on a one-for-one
basis at an exercise price of 1.35p per Ordinary Share.

 

The RSUs now issued will vest in three equal tranches over a three-year period
commencing on 1 September 2021. Following the above grant, a total of
45,471,862 RSUs have now been issued to employees of the Company, representing
approximately 4.2% of the Company's existing issued ordinary share capital.

 

In addition to the LTIP and the 45,471,862 RSUs now in issue, the Company has
a further 13,358,978 options to subscribe for new Ordinary Shares in issue,
representing 1.2% of the Company's existing issued ordinary share capital.

 

For further information please contact:

 

Brave Bison Group plc

Oliver Green, Executive
Chairman
via Cenkos

Theo Green, Chief Growth Officer

Philippa Norridge, Chief Financial Officer

 

Cenkos Securities
plc
Tel: +44 (0)20 7397 8900

Nominated Adviser & Broker

Nicholas Wells

Ben Jeynes

 

About Brave Bison

 

Brave Bison (AIM:BBSN) is a social and digital media company, headquartered in
London with additional offices in Singapore and Eastern Europe.

 

Brave Bison is unique in that it is both a digital media owner, as well as a
digital media agency. The Company owns and operates its own channels, and the
communities attached to them, as well as offering clients a suite of
advertising services to help reach digital audiences.

 

Brave Bison has two core lines of business. Firstly, the publishing of content
on social media channels to generate advertising revenue. Brave Bison operates
over 650 channels including PGA Tour and US Open on YouTube, Cooking Wild and
DIY & Crafts on Facebook and Slick and VSatisfying on Snap Discover. The
amount of revenue generated from a channel depends on how many people watch
the content, who these people are and where they are based.

 

The second line of business involves the execution of social and digital
advertising campaigns for global, blue-chip brands such as Panasonic, New
Balance, Primark, Vodafone and Samsung. Key advertising channels include Paid
Search (on advertising platforms such as Google and Amazon), Paid Social (on
advertising platforms such as Facebook, Instagram and TikTok), Influencer
Marketing and eCommerce Technology (on commerce platforms such as SAP,
Salesforce, BigCommerce). These advertising services generate fee-based
income, typically from clients retained for 12 months or more.

 

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