27 March 2024
Boku, Inc.
("Boku" or the "Company")
Vesting of Restricted Stock Units, Exercise of Options, PDMR Dealings and Total Voting Rights
The Company announces that, on 26 March 2024, 3,953,094 common shares of $0.0001 each in the Company ("Common Shares") which were held in treasury have been utilised to satisfy 3,630,385 vested restricted stock units ("RSUs") and 322,709 exercised options over the Common Shares awarded to certain employees, including the PDMRs listed below. This RSU vesting and exercise of certain options triggered immediate tax liabilities that were satisfied by partial sales of the resultant Common Shares on 26 March 2024.
Details of the PDMR dealings are as follows and summarised in the table below:
· Stuart Neal, CEO, vested 66,000 RSUs and, on 26 March 2024, sold 31,175 of the resultant Common Shares at a price of 183 pence per share to meet the tax liabilities from the vesting and dealing expenses. As a result of these transactions, Mr. Neal's holding in the Company increased by 34,825 Common Shares to 634,825 Common Shares, representing 0.21% of the issued share capital of Company.
· Keith Butcher, CFO, vested 275,000 RSUs and, on 26 March 2024, sold 335,000 Common Shares at a price of 183 pence per Common Share to meet the tax liabilities from the vesting, dealing expenses and for personal reasons. As a result of these transactions, Mr. Butcher's holding in the Company decreased by 60,000 Common Shares to 672,860 Common Shares, representing 0.22% of the issued share capital of the Company.
· Jon Prideaux, Non-Executive Director, vested 300,000 RSUs and, on 26 March 2024, sold 141,554 of the resultant Common Shares at a price of 183 pence per share to meet the tax liabilities from the vesting and dealing expenses. As a result of these transactions, Mr. Prideaux's holding in the Company increased by 158,446 Common Shares to 3,501,549 Common Shares, representing 1.16% of the issued share capital of Company.
· Mark Stannard, PDMR, vested 250,000 RSUs and, on 26 March 2024, exercised a total of 100,000 options over Common Shares at 86 pence per Common Share under the Company's 2017 Equity Incentive Plan. On 26 March 2024, Mr. Stannard sold 218,088 Common Shares at a price of 183 pence per share to meet the tax liabilities from the vesting, exercise, dealing expenses and for personal reasons. As a result of these transactions, Mr. Stannard's holding in the Company increased by 131,912 Common Shares to 502,321 Common Shares, representing 0.17% of the issued share capital of Company.
· Adam Lee, PDMR, vested 250,000 RSUs and, on 26 March 2024, sold 500,000 Common Shares at a price of 183 pence per share to meet the tax liabilities from the vesting, dealing expenses and for personal reasons. As a result of these transactions, Mr. Lee's holding in the Company decreased by 250,000 Common Shares to 1,298,703 Common Shares, representing 0.43% of the issued share capital of Company.
| Name | Role | Net Common Shares Acquired / (Disposed of) | Resultant Shareholding (Common Shares) | Resultant Shareholding (% of issued share capital) |
| Stuart Neal | CEO | 34,825 | 634,825 | 0.21% |
| Keith Butcher | CFO | (60,000) | 672,860 | 0.22% |
| Jon Prideaux | NED | 158,446 | 3,501,549 | 1.16% |
| Mark Stannard | PDMR | 131,912 | 502,321 | 0.17% |
| Adam Lee | PDMR | (250,000) | 1,298,703 | 0.43% |
As separately announced today, on 26 March 2024 Boku purchased 500,000 Common Shares in the Company pursuant to its share buyback programme, which will be held in treasury.
Total Voting Rights
Following these transactions, in conformity with Rule 5.6.1 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Company's total issued share capital consists of 301,096,914 Common Shares, of which 554,774 Common Shares are held in treasury under Diagonal Nominees Ltd. Therefore, the total number of voting rights in Boku is 300,542,140.
The above figure of 300,542,140 shares may be used by shareholders as the denominator for 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 Disclosure Guidance and Transparency Rules.
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 | (i) Stuart Neal (ii) Keith Butcher (iii) Jon Prideaux (iv) Mark Stannard (v) Adam Lee | |||||||||||||
| 2. | Reason for the notification | ||||||||||||||
| a. | Position/status | (i) Chief Executive Officer (ii) Chief Financial Officer (iii) Non-Executive Director (iv) Chief Business Officer (v) Chief Product Officer | |||||||||||||
| b. | Initial notification / Amendment | Initial notification | |||||||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||
| a. | Name | Boku, Inc. | |||||||||||||
| b. | LEI | 549300Y4P2ZPFKCZ0C60 | |||||||||||||
| 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 | Common Shares of $0.0001 each
USU7744C1063
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| b. | Nature of the transaction | Acquisition of Common Shares following vesting of restricted stock units under the 2017 Equity Incentive Plans | |||||||||||||
| c. | Price(s) and volume(s) |
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| d. | Aggregated information Aggregated volume Price
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| e. | Date of the transaction | 26 March 2024 | |||||||||||||
| f. | Place of the transaction | Outside of a trading venue | |||||||||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | ||||||||||||||
| a. | Name | (i) Stuart Neal (ii) Keith Butcher (iii) Jon Prideaux (iv) Mark Stannard (v) Adam Lee | |||||||||||||
| 2. | Reason for the notification | ||||||||||||||
| a. | Position/status | (i) Chief Executive Officer (ii) Chief Financial Officer (iii) Non-Executive Director (iv) Chief Business Officer (v) Chief Product Officer | |||||||||||||
| b. | Initial notification / Amendment | Initial notification | |||||||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||
| a. | Name | Boku, Inc. | |||||||||||||
| b. | LEI | 549300Y4P2ZPFKCZ0C60 | |||||||||||||
| 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 | Common Shares of $0.0001 each
USU7744C1063
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| b. | Nature of the transaction | Sale of sufficient Common Shares to meet tax liabilities as a condition of the vesting restricted stock units, dealing expenses and for personal reasons | |||||||||||||
| c. | Price(s) and volume(s) |
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| d. | Aggregated information Aggregated volume Price
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| e. | Date of the transaction | 26 March 2024 | |||||||||||||
| f. | Place of the transaction | London Stock Exchange (XLON); AIM | |||||||||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | ||||||
| a. | Name | Mark Stannard | |||||
| 2. | Reason for the notification | ||||||
| a. | Position/status | Chief Business Officer | |||||
| b. | Initial notification / Amendment | Initial notification | |||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||
| a. | Name | Boku, Inc. | |||||
| b. | LEI | 549300Y4P2ZPFKCZ0C60 | |||||
| 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 | Common Shares of $0.0001 each
USU7744C1063
| |||||
| b. | Nature of the transaction | Exercise of options over Common Shares | |||||
| c. | Price(s) and volume(s) |
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| d. | Aggregated information Aggregated volume Price
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| e. | Date of the transaction | 26 March 2024 | |||||
| f. | Place of the transaction | Outside of a trading venue | |||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | ||||||
| a. | Name | Mark Stannard | |||||
| 2. | Reason for the notification | ||||||
| a. | Position/status | Chief Business Officer | |||||
| b. | Initial notification / Amendment | Initial notification | |||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||
| a. | Name | Boku, Inc. | |||||
| b. | LEI | 549300Y4P2ZPFKCZ0C60 | |||||
| 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 | Common Shares of $0.0001 each
USU7744C1063
| |||||
| b. | Nature of the transaction | Sale of sufficient Common Shares to meet tax liabilities as a condition of the exercising options and personal reasons | |||||
| c. | Price(s) and volume(s) |
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| d. | Aggregated information Aggregated volume Price
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| e. | Date of the transaction | 26 March 2024 | |||||
| f. | Place of the transaction | London Stock Exchange (XLON); AIM | |||||
For further enquiries:
| Boku Stuart Neal, Chief Executive Officer Keith Butcher, Chief Financial Officer | +44 (0)20 3934 6630 |
| Investec Bank plc (Nominated Advisor & Joint Broker) Edward Knight / Nick Prowting / Cameron MacRitchie | +44 (0)20 7597 5970 |
| Peel Hunt LLP (Joint Broker) Paul Gillam / Adam Telling | +44 (0)20 7418 8900 |
| IFC Advisory Limited (Financial PR & IR) Tim Metcalfe / Graham Herring / Florence Chandler | +44 (0)20 3934 6630 |
Note to Editors:
Boku Inc. (AIM: BOKU) is a leading global provider of mobile payment solutions. Boku's mobile-first payments network, including mobile wallets, direct carrier billing, and account to account/real-time payments schemes, reaching over 7.5 billion mobile payment accounts through a single integration.
Customers that trust Boku to simplify sign-up, acquire new paying users and prevent fraud include global leaders such as Amazon, Meta Platforms, Google, Microsoft, Netflix, Sony, Spotify and Tencent.
Boku Inc. was incorporated in 2008 and is headquartered in London, UK, with offices in the US, India, Brazil, China, Estonia, France, Germany, Indonesia, Japan, Singapore, Spain, Taiwan and Vietnam.
To learn more about Boku Inc., please visit: https://www.boku.com
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