REG - Brave Bison Grp PLC - Exercise of LTIP, Director Dealings and TVR
The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
25 September 2025
Brave Bison Group plc
("Brave Bison" or the "Company", together with its subsidiaries "the Group")
Exercise of LTIP, Director Dealings and Total Voting Rights
Brave Bison, the next-generation marketing and technology partner for global brands, announces that on 24 September 2025 Oliver Green, Executive Chairman, and Theo Green, Chief Growth Officer, (the "LTIP Executives"), exercised their put option rights under the 2021 Executive LTIP (the "LTIP" or the "Scheme") and have been issued with new ordinary shares in the Company as detailed below. The terms of the LTIP were announced by the Company on 20 December 2021.
Name | Position | New ordinary shares issued |
Oliver Green | Executive Chairman | 3,188,555 |
Theo Green | Chief Growth Officer | 3,188,555 |
The aggregate of 6,377,110 new ordinary shares of 2 pence each ("Ordinary Shares") issued to the LTIP Executives pursuant to the exercise of the LTIP (the "LTIP Shares") represent 6.6% of the existing issued share capital of the Company immediately prior to this announcement.
Pursuant to the issue of the new Ordinary Shares, Oliver & Theo Green are interested in an aggregate of 19,634,587 Ordinary Shares, representing 19.2% of the Company's issued share capital, held personally and through connected parties including Greenspan Investments Limited and Tangent Industries Limited.
The LTIP Executives are restricted from selling any shares awarded under the LTIP for a period of 12 months from exercise, with a carve out for settling tax liabilities. The LTIP Executives do not currently intend to sell any shares under the carve out.
The notifications below, provided in accordance with the UK Market Abuse Regulation, provide further details.
Background to the LTIP
The LTIP was adopted in December 2021 and formed the cornerstone of the Company's remuneration structure to retain and motivate Brave Bison's two senior executives. At the point of its adoption, the LTIP Executives agreed that they would receive annual salaries capped at £125,000 for so long as the LTIP is in force and forgo any annual cash bonuses during the LTIP's term.
The LTIP agreement included a minimum vesting price of 60 pence per share, compared to a price at adoption of 28.5 pence, below which no value accrued to the LTIP Executives.
In structuring the LTIP, the Brave Bison Remuneration Committee was advised by remuneration consultants h2glenfern and consulted with shareholders representing 69% of the Company's issued share capital.
The base share price on adoption of the LTIP was 28.5 pence and the Redemption Share Price (defined below) was78.7 pence, implying a total shareholder return of 176% between adoption of the LTIP in December 2021 and exercise on 24 September 2025. The LTIP Executives joined Brave Bison between January and April 2020, since which time the share price has appreciated by more than 300%.
Calculation of the LTIP
On adoption of the Scheme, the LTIP Executives each subscribed for 500 non-voting subordinate B ordinary shares of 0.1 pence each in a subsidiary of the Company, Brave Bison 2021 Limited (the "B Shares"). Subject to the achievement of performance conditions, the B Shares could be redeemed at any time between the third and sixth anniversaries of the adoption of the LTIP in exchange for new ordinary shares in the Company.
Providing the Company's share price exceeded 60 pence on the date of exercise of the put option rights under the LTIP, the LTIP Executives were entitled to sell their B Shares to the Company in exchange for the number of ordinary shares in the capital of the Company equal to 15% of value created for the Company's shareholders between the adoption of the LTIP and the exercise of the put option rights, calculated as:
a) the market value of all ordinary shares in issue on redemption of B Shares, less
b) the market value of the initial 54,040,800 ordinary shares in issue on adoption based on an opening share price of 28.5 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 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 of the B Shares
(being the "Redemption Value").
In calculating the number of new ordinary shares to be issued to the LTIP Executives on redemption, the Redemption Value was divided by 78.7 pence, being the prevailing mid-market closing price per ordinary share over the previous ten business days prior to redemption (the "Redemption Share Price").
The Company's Remuneration Committee, so advised by h2glenfern, has calculated the Redemption Value as £33.4 million.
Admission and Total Voting Rights
Application has been made for the LTIP Shares to be admitted to trading on AIM ("Admission"). Admission is expected to occur at 8.00 a.m. on 1 October 2025 and the LTIP Shares will, on issue, rank pari passu in all respects with the Company's existing ordinary shares.
On Admission, the Company will have a total of 102,271,847 ordinary shares in issue. No ordinary shares are held in treasury. The figure of 102,271,847 may be used by the Company's shareholders as the denominator in the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
For further information please contact:
Brave Bison Group plc
Oliver Green, Chairman via Cavendish
Theo Green, Chief Growth Officer
Philippa Norridge, Chief Financial Officer
Cavendish Capital Markets Tel: +44 (0) 20 7220 0500
Nominated Adviser & Broker
Ben Jeynes / Teddy Whiley / Elysia Bough - Corporate Finance
Michael Johnson / Sunila de Silva - ECM
The information set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.
UPDATE
1. | Details of PDMR / person closely associated | |
a) | Name | Oliver Green |
2. | Reason for the notification | |
a) | Position / status | Executive Chairman |
b) | Initial notification /amendment | Initial notification |
3. | Details of the issuer | |
a) | Name | Brave Bison Group plc |
b) | LEI | 213800BEII7EWIN8X308 |
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 | Ordinary shares of 2p each |
b) | Identification code of the Financial Instrument | GB00BSLKLP68 |
c) | Nature of the transaction | In settlement of the exercise of a put option held pursuant to the terms of the Brave Bison 2021 Executive LTIP |
d) | Price(s) and volume(s) |
|
f) | Date of the transaction | 24 September 2025 |
g) | Place of the transaction | Outside a trading venue |
1. | Details of PDMR / person closely associated | |
a) | Name | Theo Green |
2. | Reason for the notification | |
a) | Position / status | Chief Growth Officer |
b) | Initial notification /amendment | Initial notification |
3. | Details of the issuer | |
a) | Name | Brave Bison Group plc |
b) | LEI | 213800BEII7EWIN8X308 |
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 | Ordinary shares of 2p each |
b) | Identification code of the Financial Instrument | GB00BSLKLP68 |
c) | Nature of the transaction | In settlement of the exercise of a put option held pursuant to the terms of the Brave Bison 2021 Executive LTIP |
d) | Price(s) and volume(s) |
|
f) | Date of the transaction | 24 September 2025 |
g) | Place of the transaction | Outside a trading venue |
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