Grant of Options, Exercise of Options & PDMR
Microlise Group plc has announced the issuance of 37,527 new ordinary shares following the exercise of options by directors and a former employee, with the total issued share capital increasing to 115,983,483 ordinary shares. Additionally, 1,394,062 options were granted to employees and directors under the 2026 Performance Share Plan, vesting in December 2028 and subject to relative TSR, EPS growth, and ESG performance criteria. These transactions, involving the exercise and grant of options at £0.001 per share, are expected to be admitted to trading on AIM on July 2, 2026.
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Microlise Group plc (AIM: SAAS), a leading provider of SaaS based transport technology solutions to fleet operators, announces that it has issued and allotted 37,527 new ordinary shares of 0.001 pence each ("Ordinary Shares") following the exercise of share options by a former employee and certain directors, including persons discharging managerial responsibilities ("PDMRs") as set out below.
| PDMR | Role | Number of Options exercised | Total Shareholding |
|---|---|---|---|
| Nadeem Raza 1 | Chief Executive Officer | 13,712 | 13,712 |
| Nick Wightman | Chief Financial Officer | 6,014 | 145,367 |
| Stephen Watson | Director of Product | 4,330 | 70,843 |
| Trevor McGahan | Chief Operating Officer | 4,811 | 115,666 |
| Jackie Mitchell | Director of Human Resources | 3,913 | 82,016 |
| Total | 32,780 | 427,604 |
- Nadeem Raza retains the voting rights in 58,032,442 ordinary shares, held by The Raza Hamilton Trust (the "Trust"), but not the beneficial interest.
The above shares are subject to a two-year holding period in accordance with the terms of the 2023 Microlise Performance Share Plan.
Application has been made to the London Stock Exchange for the 37,527 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 2 July 2026.
The Company advises that, following Admission, the Company's issued share capital will be 115,983,483 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. As such the Company's total number of Ordinary Shares with voting rights is 115,983,483.
The above figure of 115,983,483 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 FCA's Disclosure Guidance and Transparency Rules.
2026 Grant of Options
In addition, the Company announces that on 25 June 2026 it granted 1,394,062 options over Ordinary Shares to certain employees and directors, including persons discharging managerial responsibilities ("PDMRs"), under the 2026 Microlise Performance Share Plan ("2026 PSP Options").
The 2026 PSP Options will vest on 31 December 2028, subject to the satisfaction of the performance criteria. The 2026 PSP Options may be exercised for seven years after vesting at a price of £0.001 per Ordinary Share.
Details of the PDMRs participating in the 2026 PSP Options and the number of Ordinary Shares subject to the 2026 PSP Options are set out below:
| PDMR | Role | Number of Options granted | Resultant number of Options held |
|---|---|---|---|
| Nadeem Raza | Chief Executive Officer | 412,316 | 1,211,188 |
| Nick Wightman | Chief Financial Officer | 205,888 | 569,777 |
| Stephen Watson | Director of Product | 128,953 | 381,228 |
| Trevor McGahan | Chief Operating Officer | 147,455 | 427,761 |
| Jackie Mitchell | Director of Human Resources | 119,761 | 349,790 |
| Mike Blackburn | Chief Revenue Officer | 139,041 | 274,955 |
| Dean Garvey - North | Chief Technical Officer | 147,063 | 147,063 |
| James Walker | Chief Information Officer | 93,585 | 93,585 |
| Total | 1,394,062 | 3,455,347 |
The performance criteria that apply to the awards are set out below. Once the first threshold has been exceeded, options will vest on a straight-line basis between the target thresholds.
- The vesting of 45 per cent. of such award (the "Relative TSR Award") is based on the Company's total shareholder return ("TSR") performance over a three-year period from 1 January 2025 relative to the TSR performance of the constituents of the FTSE AIM All Share Index over the same period:
| Rank of the Company's TSR against the TSR of the members of the Comparator Group | TSR Part Vesting Percentage | |
|---|---|---|
| Below Threshold | Below median | 0% |
| Threshold | Median | 25% |
| Max | Upper Quartile or above | 100% |
| Between Threshold and Max | Between Median and Upper Quartile | Calculated on a straight line basis between 25% and 100% |
- The vesting of 45 per cent. of such award (the "EPS Award") is based on the Company's adjusted diluted earnings per share ("EPS") growth over a three-year period from 1 January 2026. 30% of the EPS Award will vest at threshold performance and 100% of the EPS Award will vest at maximum performance and will vest on a straight line basis between threshold performance and maximum performance.
- The vesting of 10 per cent. of such award (the "ESG Award") is linked to the achievement of net zero carbon emissions by 2030.
| X | Carbon Reduction Part Vesting Percentage | |
| Threshold | 0.35 | 25% |
| Max | 0.28 | 100% |
| Between Threshold and Max | Between 0.35 and 0.28 | Calculated on a straight line basis between 25% and 100% |
| a) | Name | Nadeem Raza |
| 2. | Reason for the Notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification/Amendment | Initial Notification |
| b) | LEI | 213800JRGXV9OET1LW32 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BLR8L223 | |
| b) | Nature of the transaction | (a) Exercise of Options (b) Grant of options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) (a) 0.001p 13,712 (b) 0.001p 412,316 |
| d) | Aggregated information: Aggregated volume Price | |
| e) | Date of the transaction | 25 June 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Nick Wightman |
| 2. | Reason for the Notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification/Amendment | Initial Notification |
| b) | LEI | 213800JRGXV9OET1LW32 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BLR8L223 | |
| b) | Nature of the transaction | (a) Exercise of Options (b) Grant of options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) (a) 0.001p 6,014 (b) 0.001p 205,888 |
| d) | Aggregated information: Aggregated volume Price | |
| e) | Date of the transaction | 25 June 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Trevor McGahan |
| 2. | Reason for the Notification | |
| a) | Position/status | Chief Operating Officer |
| b) | Initial notification/Amendment | Initial Notification |
| b) | LEI | 213800JRGXV9OET1LW32 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BLR8L223 | |
| b) | Nature of the transaction | (a) Exercise of Options (b) Grant of options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) (a) 0.001p 4,811 (a) 0.001p 147,455 |
| d) | Aggregated information: Aggregated volume Price | |
| e) | Date of the transaction | 25 June 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Stephen Watson |
| 2. | Reason for the Notification | |
| a) | Position/status | Director of Product |
| b) | Initial notification/Amendment | Initial Notification |
| b) | LEI | 213800JRGXV9OET1LW32 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BLR8L223 | |
| b) | Nature of the transaction | (a) Exercise of Options (b) Grant of options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) (a) 0.001p 4,330 (b) 0.001p 128,953 |
| d) | Aggregated information: Aggregated volume Price | |
| e) | Date of the transaction | 25 June 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Jackie Mitchell |
| 2. | Reason for the Notification | |
| a) | Position/status | Director of Human Resources |
| b) | Initial notification/Amendment | Initial Notification |
| b) | LEI | 213800JRGXV9OET1LW32 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BLR8L223 | |
| b) | Nature of the transaction | (a) Exercise of Options (b) Grant of options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) (a) 0.001p 3,913 (b) 0.001p 119,761 |
| d) | Aggregated information: Aggregated volume Price | |
| e) | Date of the transaction | 25 June 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Mike Blackburn |
| 2. | Reason for the Notification | |
| a) | Position/status | Chief Revenue Officer |
| b) | Initial notification/Amendment | Initial Notification |
| b) | LEI | 213800JRGXV9OET1LW32 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BLR8L223 | |
| b) | Nature of the transaction | (a) Grant of options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) (a) 0.001p 139,041 |
| d) | Aggregated information: Aggregated volume Price | |
| e) | Date of the transaction | 25 June 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Dean Garvey - North |
| 2. | Reason for the Notification | |
| a) | Position/status | Chief Technical Officer |
| b) | Initial notification/Amendment | Initial Notification |
| b) | LEI | 213800JRGXV9OET1LW32 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BLR8L223 | |
| b) | Nature of the transaction | (a) Grant of options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) (a) 0.001p 147,063 |
| d) | Aggregated information: Aggregated volume Price | |
| e) | Date of the transaction | 25 June 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | James Walker |
| 2. | Reason for the Notification | |
| a) | Position/status | Chief Information Officer |
| b) | Initial notification/Amendment | Initial Notification |
| b) | LEI | 213800JRGXV9OET1LW32 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BLR8L223 | |
| b) | Nature of the transaction | (a) Grant of options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) (a) 0.001p 93,585 |
| d) | Aggregated information: Aggregated volume Price | |
| e) | Date of the transaction | 25 June 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
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