From twitter, on the DARK matter of share options;
There is an RNS today that DARK is buying back up to 4m shares by 31 Dec 22, partly to satisfy share options which consist of:
3.3m shares to PG (Poppy Guftassen) OBE (CEO)
2.4m shares to CG (Catherine Graham/CFO)
The share options appear to made up of 2 grants/awards:
1. Share options of 2.8m shares and 2.1m shares to the CEO and CFO. These are the legacy incentives, due to Vest May '22. Vesting price between £2.50 (the float price) and £5.00 for the maximum award.
The twitterer, Lewis Robinson, questions the firm paying 72% more than the ipo price, just 8 months ago, and whether it is a good use of capital. I see what he is saying - presumably the company could alternatively just issue new shares and satisfy the obligation that way, keeping the cash to use to expand the business…hmmmm that would not be good for the share price, the cynical side of me thinks, and the ‘total return’ which the next tranche of share options vests on.
I also question the purchase of these shares, because post-ipo investor’s cash is being used to acquire these shares at an inflated price to satisfy pre-ipo ‘legacy’ incentives. Is there something wrong with my thinking? Has a liability from pre-ipo been passed onto the new owners?! It must have been disclosed in the admission document so that is alright then!?
2. From admission to 30 June 24, additional new share options have been granted, vesting June '24
475k to PG and
300k to CG.
Oh, but hold on, what are these additional 325k vested but unexercised share options to PG ?
Oh! these are more pre-admission legacy share options. I just can’t keep up!
It’s alright though, the remuneration committee compare everything to similar executives and organisations.
Maybe that is why the base salary is relatively low in the annual report to June '21, to compensate for the share options? Uh oh, no, it is just 3 months worth of salary, from float April to June 21 in the annual report…or is it 3 months - DARK floated on 30 April - sounds more be more like 2 month’s salary to me!(so the 77k for the CEO is £462k salary p.a.)
But, hold on, there is no bonus, is there? So this might be ok? Oh , sugar, there is a bonus. It’s only 100% of salary, though and one-third goes to charity. No need for a guilty conscience then…
Words fail me.