Certain
information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the
United Kingdom. Upon publication
of this Announcement, this information is now considered to be in
the public domain.
18 November 2024
Tap
Global Group Plc
(“Tap
Group” or the “Company”)
Cancellation
of Long Term Incentive Plan
&
Grant
of Options
Tap Global
Group Plc (AQSE:
TAP), the FinTech company bridging the gap between traditional
finance and blockchain technology, announces the cancellation of
the Company’s Long Term Incentive Plan (“LTIP”) and the grant of
options to Directors of the Company.
Cancellation
of LTIP
The
revenue figure announced in the Trading Update on 15 November 2024 missed the 2024 financial year
Milestone 1 LTIP performance hurdle that was set out in the
Company’s Admission Document dated 16
December 2022 (the “Plan”), and therefore the Milestone 1
LTIP Options will not vest. Arsen
Torosian, Group CEO, is the only remaining recipient of
Milestone 2 LTIP Options, and he has relinquished his right these
Milestone 2 LTIP Options, irrespective of whether the performance
hurdle will be met. Accordingly, the Plan has been cancelled and
none of the options pursuant to the Plan will be able to vest. As
the options would have been exercisable at nominal share value, up
to 69.5 million potentially dilutive instruments have been removed
from the capital structure of the Company.
Grant
of Options
In order
to incentivise the current Directors to drive long-term growth
reflected in Company valuation, 30,000,000 share options
exercisable for up to 10 years at a price of 3.0p per ordinary
share have been granted to Directors as set out below.
|
Director
|
No.
Options Granted
|
|
Arsen
Torosian, Group CEO
|
20,000,000
|
|
John
Taylor, Non-Executive Director
|
10,000,000
|
The
options will vest according to the schedule below:
|
25%
|
Six months
after date of grant
|
|
25%
|
On share
price reaching a bid-price of 15p
|
|
25%
|
On share
price reaching a bid-price of 25p
|
|
25%
|
On share
price reaching a bid-price of 50p
|
The
vesting criteria requires the recipient to remain engaged by the
Company at the time of vesting. Share price targets require the
share price to close at or above each target for at least five days
in a 20-day period.
It is the
Board’s intention to consider granting further share options in due
course to additional Tap Group staff.
Related
Party Transaction
The grant
of the above share options is a related party transaction as
defined in the Aquis Growth Market Rulebook.
Having
considered the vesting conditions attaching to the proposed share
options, and having exercised reasonable care, skill and diligence,
Peter Wall, the independent Director
for the purpose of the share options grant, considers that the
above proposed share options grant is fair and reasonable insofar
as the shareholders of the Company are concerned.
The
Directors of the Company accept responsibility for the contents of
this announcement.
Enquiries:
|
Tap
Global Group Plc
Arsen
Torosian, Chief Executive Officer
|
via Vigo
Consulting
|
|
Peterhouse
Capital Limited (Aquis
Growth Market Corporate Advisor)
|
+44 (0)20
7220 9795
|
|
Tennyson
Securities (Broker)
Peter
Krens
Alan
Howard
|
+44 (0)20
7186 9030
|
|
Vigo
Consulting (Investor
Relations)
Ben
Simons
Kendall
Hill
Peter
Jacob
|
+44 (0)20
7390 0230
tapglobal@vigoconsulting.com
|
About
Tap Global Group Plc
Tap Global
Group Plc (“Tap Group”) bridges the gap between traditional finance
and blockchain technology. It offers over 350,000 individual and
business customers an innovative and fully integrated fiat payments
and cryptocurrency settlement service including access to several
major cryptocurrency exchanges. Through the Tap app, customers can
trade up to 48 cryptocurrencies and store them directly in their
customer wallet, while benefiting from proprietary AI middleware
for real-time best-execution and pricing.
Tap
Group’s European business, Tap Global Limited, was the first
cryptocurrency FinTech company to be approved by Mastercard in
Europe. Through the Tap card,
European users can convert their cryptocurrencies to fiat and spend
at more than 37 million merchant locations worldwide.
Investor
website:
www.investor.tap.global
Tap
Group’s operating subsidiaries
Tap Global
Limited serves the European customer base and is registered in
Gibraltar and licensed and
regulated by the Gibraltar Financial Services Commission under the
DLT with licence No. 25532.
Tap
Americas LLC serves the US customer base and is a limited liability
company organised under the laws of the state of Florida. Cryptocurrency services are provided
by Zero Hash, a Chicago-based
B2B2C crypto infrastructure platform.
Learn
more:
www.withtap.com
Follow
us on social media:
LinkedIn:
https://www.linkedin.com/company/tapglobal/
X
(formerly Twitter):
https://twitter.com/TapGlobalPlc
|
1.
|
Details
of the person discharging managerial responsibilities/person
closely associated
|
|
a)
|
Name
|
Arsen
Torosian
|
|
2.
|
Reason
for the notification
|
|
a)
|
Position/status
|
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
|
Tap Global
Group Plc
|
|
b)
|
LEI
|
213800BF6GRJEOAQNP31
|
|
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 0.1 pence each
|
|
b)
|
Identification
code
|
GB00BMVSDN09
|
|
c)
|
Nature of
the transactions
|
Grant of
Options
|
|
d)
|
Price(s)
and volume(s)
|
Exercise
price: 3 pence
Volume:
5,000,000 vesting on 15 May 2025
5,000,000
vesting on the bid price for the Company’s shares reaching at least
15p
5,000,000
vesting on the bid price for the Company’s shares reaching at least
25p
5,000,000
vesting on the bid price for the Company’s shares reaching at least
50p
|
|
e)
|
Aggregated
information
-
Aggregated
volume
-
Price
|
20,000,000
options
Exercise
price: 3 pence
|
|
f)
|
Date of
the transactions
|
18
November 2024
|
|
g)
|
Place of
the transactions
|
Off
market
|
|
1.
|
Details
of the person discharging managerial responsibilities/person
closely associated
|
|
a)
|
Name
|
John
Taylor
|
|
2.
|
Reason
for the notification
|
|
a)
|
Position/status
|
Non-Executive
Director
|
|
b)
|
Initial
notification/Amendment
|
Initial
Notification
|
|
3.
|
Details
of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Tap Global
Group Plc
|
|
b)
|
LEI
|
213800BF6GRJEOAQNP31
|
|
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 0.1 pence each
|
|
b)
|
Identification
code
|
GB00BMVSDN09
|
|
c)
|
Nature of
the transactions
|
Grant of
Options
|
|
d)
|
Price(s)
and volume(s)
|
Exercise
price: 3 pence
Volume:
2,500,000 vesting on 15 May 2025
2,500,000
vesting on the bid price for the Company’s shares reaching at least
15p
2,500,000
vesting on the bid price for the Company’s shares reaching at least
25p
2,500,000
vesting on the bid price for the Company’s shares reaching at least
50p
|
|
e)
|
Aggregated
information
-
Aggregated
volume
-
Price
|
10,000,000
options
Exercise
price: 3 pence
|
|
f)
|
Date of
the transactions
|
18
November 2024
|
|
g)
|
Place of
the transactions
|
Off
market
|