Adoption of New LTIP and Grant of Options
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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.
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.
| a) | Name | Gareth Bevan |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer and PDMR |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Gear4music (Holdings) plc |
| b) | LEI | 2138005H4W74HDGSFC49 |
| 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 Shares in subsidiary company under 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) |
| 24 July 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 |
| a) | Name | Gear4music (Holdings) plc |
| b) | LEI | 2138005H4W74HDGSFC49 |
| 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 Shares in subsidiary company under 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) |
| 24 July 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 |
| a) | Name | Gear4music (Holdings) plc |
| b) | LEI | 2138005H4W74HDGSFC49 |
| 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 Shares in subsidiary company under 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) |
| 24 July 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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