REG - Narf Industries PLC - EMPLOYEE SHARE OPTION PLAN

Narf IndustriesAnnouncement

11/09/2023 07:00

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RNS Number : 9304L  Narf Industries PLC  11 September 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.  ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

11 September 2023

 

NARF INDUSTRIES PLC

 

EMPLOYEE SHARE OPTION PLAN

Narf Industries plc ("Narf", the "Company", or the "Group"), (LSE:
'NARF')(OTCQB: NFIN.F), the cybersecurity group specialising in high-end
threat intelligence and critical infrastructure security, announces the
adoption of an employee share option plan (the "Plan") and the granting of
employee share options, including to Directors of the Company.

Employee Share Option Plan

The Company has adopted an employee share option plan as part of the long-term
incentives it is establishing for Group employees in line with the
remuneration policy set out in the Company's consolidated annual financial
statements. The aims of the Plan are threefold:

1)    To reward Group employees and the Board for progress made to date in
setting the Group towards a path of strong growth;

2)    To incentivise Group employees to commit their medium to long term
futures to the Group as it continues to grow; and

3)    To reward those Board members and key Group employees who will have
the greatest impact on the Company's share price for achieving milestones that
are expected to enhance shareholder value.

Grant of options

Currently, no employees and only one of its three directors have options in
the Company.  The Board, on the recommendation of the Remuneration Committee,
has granted a total of 391,214,900 employee share options under the Plan.
The share options are exercisable at 1p per share, a 30% premium to the most
recent closing share price.

Of the total grant:

●     91,825,000 share options are for past progress and, accordingly,
vest immediately;

●     77,107,450 will vest on the achievement of certain milestones; and

●     222,282,450 will mainly vest quarterly over the 12 quarters
starting 1 October 2023, with vesting starting at a later date for some recent
joiners, and a slightly shorter vesting period for some key staff.

Milestones for the granting of options have been specifically tailored to the
activities of the relevant employee with more than 50% of the share options
depending on a targeted uplift in revenues being achieved for each of the 2023
and 2024 financial years, with the remainder relating to the enhancement of
the Company's corporate governance.

Of the share options issued under the Plan, 75,000,000 have been issued to
Steve Bassi, Chief Executive, 54,714,900 have been issued to John Herring,
Executive Chairman, and 16,000,000 to Rory Heier, Director. The split of the
director options between the three types outlined is as follows:

               Past service  Time based  Milestones
 Steve Bassi   13,750,000    41,250,000  20,000,000
 John Herring  -             27,357,450  27,357,450
 Rory Heier    -             8,000,000   8,000,000

 

The total number of options granted under the Plan represents 18% of the fully
diluted shares outstanding, and with all outstanding options and warrants (an
additional 100,000,000), represent 22.5% of the fully diluted shares
outstanding.

Further details in respect of options issued to Directors are set out in the
PDMR form below, made in accordance with the Market Abuse Regulation (EU) No.
596/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018.

ENDS

For further information on the Group please visit www.narfgroup.com
(http://www.narfgroup.com) or contact:

 

 John Herring                                   NARF                 Tel: +44 (0) 20 3468 2212
 Catherine Leftley/Paul Dulieu/Isabel de Salis  St Brides Partners   narf@stbridespartners.co.uk
 Peter Krens                                    Tennyson Securities  Tel: +44 (0)207 186 9030

 

About NARF Industries plc

Narf Industries (LSE: NARF)(OTCQB: NFIN.F) is a US based cyber security group
specialising in high-end threat intelligence with a focus on critical
infrastructure. The Group leads commissioned cyber security R&D and is
commercialising a portfolio of products including TIGR that can be used by
utilities and cyber first responders to restore power to electric grids and
protecting other key infrastructure that have suffered a cyber-attack. The
Group aims to further strengthen its portfolio organically and via
acquisition; its team of highly qualified cyber security experts is well
placed to identify opportunities.

Important notice

The content of this announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000 (FSMA). This
announcement has been issued by and is the sole responsibility of the Company.
The information in this announcement is subject to change. This announcement
is not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the Securities Act), and may not be
offered or sold, directly or indirectly, in or into the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States. This announcement is not for
release, publication or distribution, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local securities
laws or regulations (a Prohibited Jurisdiction). This announcement and the
information contained herein are not for release, publication or distribution,
directly or indirectly, to persons in a Prohibited Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction.

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                                                         Steve Bassi
 2   Reason for the notification
 a)  Position/status                                              Director
 b)  Initial notification/ Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Narf Industries Plc
 b)  LEI                                                          213800K484JECP4RK284
 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  Grant of options over ordinary shares of £0.0001p each in Narf Industries Plc

     Identification code                                          GB00BMH18M705
 b)  Nature of the transaction                                    Grant of options over ordinary shares
 c)  Strike Price(s) and volume(s)

Price   Volume(s)
                                                                  £0.01   75,000,000
 d)  Aggregated information                                       N/A

     -      Aggregated volume

     -      Price
 e)  Date of the transaction                                      11 September 2023
 f)  Place of the transaction                                     Off-Market

d)

Aggregated information

-      Aggregated volume

 

-      Price

N/A

 

e)

Date of the transaction

11 September 2023

f)

Place of the transaction

Off-Market

 

 

 

 

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         John Herring
 2   Reason for the notification
 a)  Position/status                                              Director
 b)  Initial notification/ Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Narf Industries Plc
 b)  LEI                                                          213800K484JECP4RK284
 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  Grant of options over ordinary shares of £0.0001p each in Narf Industries Plc

     Identification code                                          GB00BMH18M705
 b)  Nature of the transaction                                    Grant of options over ordinary shares
 c)  Strike Price(s) and volume(s)

Price   Volume(s)
                                                                  £0.01   54,714,900
 d)  Aggregated information                                       N/A

     -      Aggregated volume

     -      Price

 e)  Date of the transaction                                      11 September 2023
 f)  Place of the transaction                                     Off-Market

d)

Aggregated information

-      Aggregated volume

 

-      Price

 

N/A

 

e)

Date of the transaction

11 September 2023

f)

Place of the transaction

Off-Market

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Rory Heier
 2   Reason for the notification
 a)  Position/status                                              Director
 b)  Initial notification/ Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Narf Industries Plc
 b)  LEI                                                          213800K484JECP4RK284
 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  Grant of options over ordinary shares of £0.0001p each in Narf Industries Plc

     Identification code                                          GB00BMH18M705
 b)  Nature of the transaction                                    Grant of options over ordinary shares
 c)  Strike Price(s) and volume(s)

Price   Volume(s)
                                                                  £0.01   16,000,000
 d)  Aggregated information                                       N/A

     -      Aggregated volume

     -      Price
 e)  Date of the transaction                                      11 September 2023
 f)  Place of the transaction                                     Off-Market

d)

Aggregated information

-      Aggregated volume

 

-      Price

N/A

 

e)

Date of the transaction

11 September 2023

f)

Place of the transaction

Off-Market

 

 

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