31
January 2025
Tiger Royalties and Investments Plc
("Tiger" or the
"Company")
Grant of Options and PDMR
Disclosures
Tiger (AIM: TIR) announces
that, in aggregate, 880,252,544 options over
ordinary shares of 0.1 pence each in the capital of the Company
("Ordinary Shares") have
been granted pursuant to the Share Option Agreements approved at
the Company's General Meeting held on 6 January 2025
("2025 GM") and as detailed
in the circular accompanying the notice of the 2025 GM
("GM Circular") (the
"Options"). Of the
880,252,544, Options, 711,189,408 have been awarded to directors of
the Company, and 169,063,136 to other eligible participants.
In the GM Circular issued on 20
December 2024 it was set out that after completion of the
acquisition of Bixby Technology Inc it was intended that the
Company would, subject to the approval of the remuneration
committee, award options under the Share Option Agreements approved
at the 2025 GM equivalent to 20 per cent. of the enlarged share
capital of the Company after the issue of all new Ordinary Shares
referenced in the GM Circular with an exercise price equal to the
Fundraising Price of 0.1p per Ordinary Share.
Summary of the Options awarded:
|
Total number of options:
|
A total of 880,252,544 Options have been
awarded.
|
|
Exercise Price
|
0.1 pence per Ordinary Share being
the fundraising price for the £3,000,000 fundraising completed on 9
January 2025 ("Fundraising
Price").
|
|
Purpose of options:
|
To incentivise Directors and Other
Eligible Participants to enhance the future share price of the
Company.
|
|
Exercise period:
|
The options expire on 6 January 2035
being the date one day prior to the tenth anniversary of the
passing of the resolution at the Company's 2025 GM held on 6
January 2025 to approve the Share Option Agreements.
|
|
Vesting criteria:
|
As the interest of shareholders is
primarily increases in the Company's share price the Options will
vest based on share price hurdles by reference to multiples of the
Fundraising Price as detailed below:
Up to 66% of Options vest in the
first year:
1/3 on share price going up to 2x
the Fundraising Price
1/3 on share price going up to 4x
the Fundraising Price
1/3 on share price going up to 6x
the Fundraising Price
The remaining unvested Options will
vest no earlier than the date falling 12 months from the option
grant on the same milestones as the first 66% (if a milestone is
achieved in the first 12 months, it will vest at the commencement
of the second year)
In each case, such prices being
sustained for at least 10 (ten) consecutive
Business Days after the date of grant.
|
|
Options awarded
|
|
OPTIONEE
|
No of
Options
|
|
Toro Consulting Limited
***
|
541,189,408
|
|
Colin Bird
|
85,000,000
|
|
Raju Samtani
|
60,000,000
|
|
Alex Borrelli
|
25,000,000
|
|
Total to Directors
|
711,189,408
|
|
Other Eligible Participants
|
169,063,136
|
|
Total Options Issued
|
880,252,544
|
|
*** Toro Consulting Limited is a
company controlled by Jonathan Bixby
|
|
Following the vesting of the above
options the Company will have 880,252,544 options in
issue.
The grant of Options to Messrs.
Bird, Samtani, and Borrelli which amount in aggregate to 3.9 per
cent. of the Company's issued share capital are considered to be
within normal remuneration parameters and are not considered to be
a related party transaction pursuant to Rule 13 of the AIM Rules
for Companies.
The grant of Options to Toro
Consulting Limited which amount to 12.3 per cent. of the Company's
issued share capital is a related party transaction pursuant to
Rule 13 of the AIM Rules for Companies. The Directors, other than
Mr Bixby, having consulted with the Company's Nominated Adviser,
Beaumont Cornish Limited, consider that the issue of Options to
Toro Consulting Limited, is fair and reasonable insofar as the
Company's shareholders are concerned.
For further information please
contact:
|
Tiger Royalties and Investments
Plc
|
Raju Samtani
/ Jonathan Bixby
|
+44 (0) 20 7581 4477
|
|
Beaumont Cornish (Nomad)
|
Roland Cornish & Felicity
Geidt
|
+44 (0) 20 7628 3369
|
|
Fortified
Securities
(Broker)
|
Guy Wheatley
Email: guy.wheatley@fortifiedsecurities.com
|
+44 (0) 7493 989014
|
|
Novum Securities
(Broker)
|
Jon Belliss
|
+44 (0) 20 7399 9425
|
|
Yellow Jersey PR
|
Annabelle Willis
|
+44 (0) 20 3004 9512
|
The information contained within
this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 as it forms part of UK Domestic Law pursuant to the
Market Abuse (Amendment) (EU Exit) regulations (SI
2019/310).
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's
Nominated Adviser and is authorised and regulated by the FCA.
Beaumont Cornish's responsibilities as the Company's Nominated
Adviser, including a responsibility to advise and guide the Company
on its responsibilities under the AIM Rules for Companies and AIM
Rules for Nominated Advisers, are owed solely to the London Stock
Exchange. Beaumont Cornish is not acting for and will not be
responsible to any other persons for providing protections afforded
to customers of Beaumont Cornish nor for advising them in relation
to the proposed arrangements described in this announcement or any
matter referred to in it.
PDMR Notification
Forms:
The notifications below are made in
accordance with the requirements of MAR.
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Colin Bird
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
Executive Chairman
|
|
b)
|
Initial
notification/amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Tiger Royalties and Investments
PLC
|
|
b)
|
LEI
|
213800F2MNUEMO8VWP26
|
|
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
|
Options over ordinary shares of 0.1
pence each
|
|
Identification code
|
ISIN: GB0002308525
TIDM: TIR
|
|
b)
|
Nature of the Transaction
|
Award of options
|
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
No. of Options
|
85,000,000
|
|
Exercise Price
|
0.1
pence
|
|
|
d)
|
Aggregated information
Aggregated volume
|
n/a
|
|
e)
|
Date of the transaction
|
30 January 2025
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Raju Samtani
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
Finance Director
|
|
b)
|
Initial
notification/amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Tiger Royalties and Investments
PLC
|
|
b)
|
LEI
|
213800F2MNUEMO8VWP26
|
|
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
|
Options over ordinary shares of 0.1
pence each
|
|
Identification code
|
ISIN: GB0002308525
TIDM: TIR
|
|
b)
|
Nature of the Transaction
|
Award of options
|
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
No. of Options
|
60,000,000
|
|
Exercise Price
|
0.1
pence
|
|
|
d)
|
Aggregated information
Aggregated volume
|
n/a
|
|
e)
|
Date of the transaction
|
30 January 2025
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Alexander Michael Borrelli
|
|
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
|
Tiger Royalties and Investments
PLC
|
|
b)
|
LEI
|
213800F2MNUEMO8VWP26
|
|
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
|
Options over ordinary shares of 0.1
pence each
|
|
Identification code
|
ISIN: GB0002308525
TIDM: TIR
|
|
b)
|
Nature of the Transaction
|
Award of options
|
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
No. of Options
|
25,000,000
|
|
Exercise Price
|
0.1 pence
|
|
|
d)
|
Aggregated information
Aggregated volume
|
n/a
|
|
e)
|
Date of the transaction
|
30 January 2025
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Jonathan Franklin Bixby / Toro
Consulting Ltd
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
Executive Director Head of Technology
Projects / Consulting company controlled by
Jonathan Franklin Bixby
|
|
b)
|
Initial
notification/amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Tiger Royalties and Investments
PLC
|
|
b)
|
LEI
|
213800F2MNUEMO8VWP26
|
|
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
|
Options over ordinary shares of 0.1
pence each
|
|
Identification code
|
ISIN: GB0002308525
TIDM: TIR
|
|
b)
|
Nature of the Transaction
|
Award of share options
to Toro Consulting Ltd
|
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
No. of Options
|
541,189,408
|
|
Price
|
0.1
pence
|
|
|
d)
|
Aggregated information
Aggregated volume
|
n/a
|
|
e)
|
Date of the transaction
|
30 January 2025
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|