Share-based payments |
26. Share-based payments
Under the Incentive Equity Plan, the Group operates
an equity-settled share-based incentive scheme whereby options are granted under Unapproved share options for UK-based employees and Restricted
Stock Units for Europe-based employees. The options vest in instalments over four years with expiry after ten years. Unvested options
are forfeited if the employee leaves the Group before the options vest.
Certain executive directors received awards, equally
split between time-based and performance-based awards. Under the terms of the Incentive Equity Plan, the time-based awards will be eligible
to vest in equal annual instalments on each of the first four anniversaries of the grant date, subject to continued employment through
each such anniversary, and market performance criteria. Any portion of the performance-based awards that remain unvested as of the fifth
anniversary of the grant will be forfeited.
In January 2022, the Group established a SAYE
scheme. The scheme provides employees an option to purchase shares in the Company in three years’ time at a discounted price per
share which is fixed at the grant date.
The Group recognized a share-based charge for
the year as follows:
|
|
Year ended December 31 2022 |
|
|
Year ended December 31 2021 |
|
|
Year ended December 31 2020 |
|
|
|
£’000 |
|
|
£’000 |
|
|
£’000 |
|
|
|
|
|
|
|
|
|
|
|
Incentive Equity Plan |
|
|
44,312 |
|
|
|
13,599 |
|
|
|
- |
|
SAYE |
|
|
184 |
|
|
|
- |
|
|
|
- |
|
EMI prior to the Transaction |
|
|
- |
|
|
|
73 |
|
|
|
182 |
|
Unapproved prior to the Transaction |
|
|
- |
|
|
|
29,096 |
|
|
|
3,577 |
|
Modification at the Transaction |
|
|
- |
|
|
|
1,103 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,496 |
|
|
|
43,871 |
|
|
|
3,759 |
|
The following options were granted during the
year ended December 31, 2022:
Scheme |
|
Number |
|
|
Grant date |
|
Expiry date |
|
|
|
|
|
|
|
|
Incentive Equity Plan |
|
|
2,295,099 |
|
|
01/01/2022 |
|
01/01/2032 |
Incentive Equity Plan |
|
|
1,269,100 |
|
|
01/04/2022 |
|
01/04/2032 |
Incentive Equity Plan |
|
|
1,087,250 |
|
|
01/07/2022 |
|
01/07/2032 |
Incentive Equity Plan |
|
|
427,300 |
|
|
01/10/2022 |
|
01/10/2032 |
Incentive Equity Plan – Directors |
|
|
3,933,339 |
|
|
01/10/2022 |
|
01/10/2032 |
SAYE |
|
|
1,496,903 |
|
|
26/01/2022 |
|
31/08/2025 |
|
|
|
|
|
|
|
|
|
Total 2022 |
|
|
10,508,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unapproved prior to the Transaction |
|
|
469,000 |
|
|
01/01/2021 |
|
01/01/2031 |
Unapproved prior to the Transaction |
|
|
2,023,516 |
|
|
01/04/2021 |
|
01/04/2031 |
Incentive Equity Plan |
|
|
23,915,248 |
|
|
01/10/2021 |
|
01/10/2031 |
|
|
|
|
|
|
|
|
|
Total 2021 |
|
|
26,407,764 |
|
|
|
|
|
Movements in share options during the year
The following reconciles the share
options outstanding at the beginning and end of the year.
|
|
EMI |
|
|
Unapproved |
|
|
Incentive Equity Plan |
|
|
SAYE |
|
|
|
Number of options |
|
|
Number of options |
|
|
Number of options |
|
|
Number of options |
|
At December 31, 2020 |
|
|
4,683,683 |
|
|
|
8,121,393 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted prior to the Transaction |
|
|
- |
|
|
|
2,492,516 |
|
|
|
- |
|
|
|
- |
|
Forfeited prior to the Transaction |
|
|
(66,413 |
) |
|
|
(579,713 |
) |
|
|
- |
|
|
|
- |
|
Cash settled at the Transaction |
|
|
(34,690 |
) |
|
|
(44,114 |
) |
|
|
- |
|
|
|
- |
|
Replacements at the Transaction1 |
|
|
(4,582,580 |
) |
|
|
(9,990,082 |
) |
|
|
50,347,491 |
|
|
|
- |
|
Granted after the Transaction |
|
|
- |
|
|
|
- |
|
|
|
23,915,248 |
|
|
|
- |
|
At December 31, 2021 |
|
|
- |
|
|
|
- |
|
|
|
74,262,739 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the year |
|
|
- |
|
|
|
- |
|
|
|
9,012,088 |
|
|
|
1,496,903 |
|
Exercised during the year |
|
|
- |
|
|
|
- |
|
|
|
(9,513,868 |
) |
|
|
- |
|
Forfeited during the year |
|
|
- |
|
|
|
- |
|
|
|
(10,732,364 |
) |
|
|
(884,823 |
) |
Expired during the year |
|
|
- |
|
|
|
- |
|
|
|
(599,238 |
) |
|
|
- |
|
At December 31, 2022 |
|
|
- |
|
|
|
- |
|
|
|
62,429,357 |
|
|
|
612,080 |
|
|
1 |
The replacement options granted
at the Transaction reflect the exchange ratio established in the Business Combination Agreement. Refer to Note 1 for further details. |
The share option numbers above are before giving
effect to the reverse stock split which became effective on February 8, 2023. Refer to Note 28 for further details.
Employee share option fair value assessment
The following information is relevant in the determination
of fair value of the employee share options granted during 2022:
|
|
Incentive Equity Plan |
|
Incentive Equity Plan – Executive Directors |
|
SAYE |
|
|
|
|
|
|
|
Valuation method |
|
N/A1 |
|
Monte-Carlo |
|
Black-Scholes |
Exercise price |
|
£nil
|
|
£nil |
|
£3.60 |
Expected volatility |
|
N/A |
|
98% |
|
53% |
Dividend yield |
|
Nil |
|
Nil |
|
Nil |
Risk free interest rate |
|
N/A |
|
4.2% |
|
1.2% |
Fair value per share |
|
£0.40 - £4.46 |
|
£0.31 |
|
£0.98 |
|
1 |
Considering that the Incentive
Equity Plan awards vest over time without any further restrictions, the fair value is equal to the Company’s closing stock price
as of the grant date. |
The following information is relevant in the determination
of fair value of the employee share options granted during 2021:
|
|
Unapproved |
|
Incentive Equity Plan |
|
Incentive Equity Plan – Executive Directors |
|
|
|
|
|
|
|
Valuation method |
|
Monte-Carlo |
|
N/A |
|
Monte-Carlo |
Exercise price |
|
£nil
|
|
£nil |
|
£nil |
Expected volatility |
|
50% |
|
N/A |
|
53% |
Dividend yield |
|
Nil |
|
Nil |
|
Nil |
Risk free interest rate |
|
0.0% |
|
N/A |
|
1.2% |
Fair value per share |
|
£8.27 - £23.74 |
|
£5.33 |
|
£2.93 |
|