Gear4music - Adoption of New LTIP and Grant of Options

Gear4music (HOLDINGS)

04/07/2025 14:00

RNS Number : 8548P

Gear4music (Holdings) PLC

04 July 2025

 

4 July 2025

 

Gear4music (Holdings) plc

Adoption of New LTIP and Grant of Options

 

Gear4music (Holdings) plc ("Gear4music", "the Company" or "the Group"), the largest UK based online retailer of musical instruments and music equipment, announces that on 3 July 2025 it adopted a new long term incentive plan ("LTIP") with share awards to be made to the three executive directors of the Company, being key members of Gear4Music's management team and persons discharging managerial responsibilities ("PDMRs").

The Group's Remuneration Committee has made these awards so that the key people to lead the business into the future are appropriately incentivised in a manner that aligns with the interests of the Group's shareholders.

Under the new LTIP, Gear4music Limited, ("G4M Ltd"), a wholly owned subsidiary of the Company, will issue 200,000 'F' ordinary shares of one pence each ("F Shares"), which are non-voting, non-dividend, restricted shares to the relevant individuals. The initial subscription cost is paid by way of a cash bonus.

These F Shares will vest subject to achieving a £5 share price target in July 2028, at which point the F Shares can be exchanged on a one-for-one basis for new ordinary shares in the Company ("Ordinary Shares"). The vesting period of the new LTIP is over three years from the date of grant.

Further details of the new LTIP are as follows:

Financial year ending 31 March
Vesting date
Share price target
No. F Shares vesting
2028
24July 2028
£5
200,000

 

The Group's executive directors (each of whom is also a PDMR) are participating in the new LTIP with details below:

 

Individual
Title / role
No. E Shares awarded
Gareth Bevan
Chief Executive Officer
100,000
Andrew Wass
Executive Chair
50,000
Chris Scott
Chief Financial Officer
50,000

The share awards made under the new LTIP would represent a maximum dilution of 1.0% of the Group's existing issued share capital, taking total dilution under existing schemes to 5.6% of the Group's fully diluted issued share capital.

 

ENDS

Enquiries:

Gear4music
Andrew Wass, Executive Chair
Gareth Bevan, Chief Executive Officer
Chris Scott, Chief Financial Officer
+44 (0)20 3405 0205
Singer Capital Markets - Nominated Adviser and Sole Broker
Peter Steel/Sam Butcher, Corporate Finance
Tom Salvesen, Corporate Broking
+44 (0)20 7496 3000
Alma Strategic Communications - Financial PR
Rebecca Sanders-Hewett
Joe Pederzolli
Sarah Peters
+44 (0)20 3405 0205
Gear4music@almastrategic.com

 

About Gear4music (Holdings) plc

Operating from a Head Office in York, Distribution Centres in York, Bacup, Sweden, Germany, Ireland & Spain, and showrooms in York, Bacup, Sweden & Germany, the Group sells own-brand musical instruments and music equipment alongside premium third-party brands including Fender, Yamaha and Roland, to customers ranging from beginners to musical enthusiasts and professionals, in the UK, Europe and the Rest of the World.

Having developed its own e-commerce platform, with multilingual, multicurrency websites delivering to over 190 countries, the Group continues to build its overseas presence.

 

 

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
Gareth Bevan
2
Reason for the notification
a)
Position/status
Chief Executive Officer and PDMR
b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Gear4music (Holdings) plc
b)
LEI
2138005H4W74HDGSFC49
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
Ordinary Shares of £0.10 each
Identification code
GB00BW9PJQ87
b)
Nature of the transaction
Issue of F Sharesin subsidiary companyunder the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
c)
Price(s) and volume(s)
Vesting date
Price
Volume(s)
24July 2028
£nil
100,000
d)
Aggregated information
- Aggregated volume
100,000
- Price
£nil
e)
Date of the transaction
3 July 2025
f)
Place of the transaction
Off-market transaction

 

1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Andrew Wass
2
Reason for the notification
a)
Position/status
Executive Chair and PDMR
b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Gear4music (Holdings) plc
b)
LEI
2138005H4W74HDGSFC49
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
Ordinary Shares of £0.10 each
Identification code
GB00BW9PJQ87
b)
Nature of the transaction
Issue of F Sharesin subsidiary companyunder the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
c)
Price(s) and volume(s)
Vesting date
Price
Volume(s)
24July 2028
£nil
50,000
d)
Aggregated information
- Aggregated volume
50,000
- Price
£nil
e)
Date of the transaction
3 July 2025
f)
Place of the transaction
Off-market transaction

 

1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Chris Scott
2
Reason for the notification
a)
Position/status
Chief Financial Officer and PDMR
b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Gear4music (Holdings) plc
b)
LEI
2138005H4W74HDGSFC49
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
Ordinary Shares of £0.10 each
Identification code
GB00BW9PJQ87
b)
Nature of the transaction
Issue of F Sharesin subsidiary companyunder the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
c)
Price(s) and volume(s)
Vesting date
Price
Volume(s)
24July 2028
£nil
50,000
d)
Aggregated information
- Aggregated volume
50,000
- Price
£nil
e)
Date of the transaction
3 July 2025
f)
Place of the transaction
Off-market transaction

 

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