18 December 2023
Tialis Essential IT Plc
("Tialis" or the "Company" or "Group")
Grant of Options
Tialis, the mid-market network, cloud and IT Managed Services provider, announces that on 15 December 2023 it granted a total of 1,547,288 share options to executive directors, senior managers, employees and consultants of the Company (the "Share Options"). Of the total Share Options, 400,000 were granted to Andy Parker, Executive Chairman, and 400,000 were granted to Ian Smith, Executive Director.
The award of the Share Options is part of Tialis' Long Term Incentive Plan ("LTIP") and is designed to retain and motivate the senior leadership team, employees and consultants. Under the rules of the LTIP, the Share Options are being granted at nil cost or the nominal value of the Company's ordinary shares of 1p each and are subject to vesting rules (the "Vesting Rules").
Under the Vesting Rules, the Share Options will vest as follows:
- the second anniversary of the Grant Date: One-third of Award vests;
- the third anniversary of the Grant Date: Two-thirds of Award vests; and
- the fourth anniversary of the Grant Date: Remainder of Award vests.
The shares cannot be issued until the Group releases them in accordance with the rules of the LTIP.
If the relevant trading company of Tialis is sold or the overall Group is taken over, the award will vest and be released in full, subject to the detailed rules of the LTIP. It is at this point that the employee can realise the value of their Share Options.
The resulting interests of Andy Parker and Ian Smith in Tialis can be summarised as follows:
| Director | Ordinary shares of 1p held | % of issued share capital | LTIP Options held prior to this award | LTIP Options awarded |
| Andy Parker | - | - | - | 400,000 |
| Ian Smith* | 293,000 | 1.21% | - | 400,000 |
* Mr Smith is also the Chief Executive Officer and major shareholder of MXC Capital Limited ("MXC") whose holding of 18,204,685 Ordinary Shares represents 75.16% of the Company's issued ordinary share capital. Mr Smith and MXC hold in aggregate 18,497,685 Ordinary Shares, representing 76.36% of the Company's issued ordinary share capital.
Following the grant of Share Options, there is a total of 1,547,288 Share Options outstanding, representing approximately 6.39% of the current issued share capital of the Company.
For more information, contact:
| Tialis Essential IT Plc Andy Parker, Executive Chairman
| Tel: +44 (0)344 874 1000 |
| Cavendish Capital Markets Limited Nominated Adviser and Broker Corporate finance: Jonny Franklin-Adams/ Abby Kelly ECM: Tim Redfern | Tel: +44 (0)20 7220 0500 |
The notifications set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.
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 | Ian Smith | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | 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 | Tialis Essential IT plc | ||||
| b) | LEI | 213800HA4PK7BHINK929 | ||||
| 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
Identification code | Ordinary Shares of 1p each
GB00BN4M3M55 | ||||
| b) | Nature of the transaction | Options granted under the Long Term Incentive Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
Single transaction as in 4c) above
| ||||
| e) | Date of the transaction | 15 December 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Andy Parker | ||||
| 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 | Tialis Essential IT plc | ||||
| b) | LEI | 213800HA4PK7BHINK929 | ||||
| 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
Identification code | Ordinary Shares of 1p each
GB00BN4M3M55 | ||||
| b) | Nature of the transaction | Options granted under the Long Term Incentive Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
Single transaction as in 4c) above
| ||||
| e) | Date of the transaction | 15 December 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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