December 20, 2021

Executive LTIP and Grant of RSUs

Brave Bison, the social and digital media company, announces the adoption of a Long-Term Incentive Plan (“LTIP”) for certain senior executives of the Company and the grant of EMI Restricted Stock Units to other employees of the Group.

The LTIP will form the cornerstone of the Company’s remuneration structure to retain and motivate Brave Bison’s senior executives. In structuring the LTIP, the Brave Bison Remuneration Committee has been advised by remuneration consultants h2glenfern and has consulted with the Company’s major shareholders representing 69% of the Company’s issued share capital, inclusive of the Directors and their connected persons. 

The LTIP

Pursuant to the LTIP, Oliver Green and Theo Green, Executive Chairman and Chief Growth Officer respectively (the “LTIP Executives”) have agreed to subscribe for non-voting subordinate shares in a wholly owned subsidiary of the Company (“B Shares”).

Subject to the achievement of performance conditions under the LTIP set out below, the B Shares can be redeemed by the LTIP Executives, who are participating equally in the LTIP on a 50:50 basis, in exchange for new ordinary shares in the Company (“Ordinary Shares”). Redemptions of B Shares under the LTIP may occur at any time from the third anniversary of the adoption of the LTIP (the “First Redemption Date”) until the sixth anniversary of the adoption of the LTIP (the “Final Redemption Date”).

In the event that the mid-market closing price per Ordinary Share exceeds 3.0 pence on the date(s) of redemption(s), the B Shares will be capable of redemption by the LTIP Executives at any time with an aggregate value equal to 15% of value created for the Company’s shareholders from the adoption of the LTIP to redemption(s) of the B Shares, calculated as:

a)   The market value of all Ordinary Shares in issue on redemption of B Shares, less

b)   The market value of the 1,080,816,000 Ordinary Shares currently in issue on redemption based on an opening share price of 1.425 pence per Ordinary Share, indexed at a compounding annualised growth rate of 8%, less

c)   The issue value of any additional new Ordinary Shares issued following adoption of the LTIP and prior to redemption(s) of the B Shares, indexed at a compounding annualised growth rate of 8%, plus

d)   The value of any dividends, share buy backs or any other distributions to shareholders following the implementation of the LTIP and prior to the redemption(s) of the B Shares

the “Redemption Value”.

In calculating the number of new Ordinary Shares to be issued to the LTIP Executives on redemption(s), the Redemption Value will be divided by the prevailing mid-market closing price per Ordinary Share over the previous ten business days prior to Redemption, subject to the total number of Ordinary Shares capable of issue under the LTIP in no circumstances exceeding 12.5% of the Company’s issued ordinary share capital.

Furthermore, redemption(s) of the B Shares is restricted such that the aggregate shareholdings of the LTIP Executives and their connected persons does not exceed 29.9% of the Company’s share capital.

The B Shares will also become eligible for redemption in the event of the sale of the Company, the sale of more than 51% of the Company to an unconnected party or the winding up of the Company.

Any new Ordinary Shares issued pursuant to a redemption of B Shares under the LTIP are required to be held for a minimum period of 12 months, with a carve out for settling tax liabilities due on redemption, and the awards under the LTIP are subject to customary malus provisions.

With the LTIP forming the cornerstone of the Company’s remuneration structure to retain and motivate Brave Bison’s senior management team, the LTIP Executives have agreed that they will receive below market salaries subject to a cap for so long as the LTIP is in force of £125,000 each. In addition, the LTIP Executives will forgo annual bonuses and will not receive any further incentives for the duration of the LTIP.

Oliver Green and Theo Green are each Directors of Brave Bison and are therefore deemed to be related parties of the of the Company pursuant to the AIM Rules for Companies (the ‘AIM Rules’) and, as a result of its potential value, the adoption of the LTIP constitutes a related party transaction pursuant to AIM Rule 13.

The independent Directors of the Company consider, having consulted with the Company’s nominated adviser, that the terms of the LTIP are fair and reasonable insofar as the Company’s shareholders are concerned.

Illustrative Dilution Under LTIP Award

Based on the current issued share capital, an illustrative example of the potential dilution experienced by shareholders as a result of the LTIP is as follows:

Share Price at Redemption2.00p3.00p5.00p7.00p
Shareholder Return*1.4x2.1x3.5x4.9x
Compound Annual Return**6%13%23%30%
% Dilution***0%4%8%10%

* Based on an entry price of 1.425p, being the market price at commencement of the LTIP

** Assumes six-year LTIP, being the maximum duration available before redemption

*** Award does not vest until a minimum share price of 3.00p

Grant of EMI Restricted Stock Units

In addition to the LTIP outlined above, Brave Bison has granted a total of 26,500,000 restricted stock units (“RSUs”) to employees of the Company.

The RSUs have been granted as EMI-qualifying RSUs under the Company’s RSU Plan, adopted in November 2017 (the “2017 Plan”), and entitle the recipients to receive new Ordinary Shares upon exercise of the RSUs on a one-for-one basis at an exercise price of 1.35p per Ordinary Share.

The RSUs now issued will vest in three equal tranches over a three-year period commencing on 1 September 2021. Following the above grant, a total of 45,471,862 RSUs have now been issued to employees of the Company, representing approximately 4.2% of the Company’s existing issued ordinary share capital.

In addition to the LTIP and the 45,471,862 RSUs now in issue, the Company has a further 13,358,978 options to subscribe for new Ordinary Shares in issue, representing 1.2% of the Company’s existing issued ordinary share capital.