Investor Presentaiton
BOOHOO GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(FORMING PART OF THE FINANCIAL STATEMENTS) CONTINUED
28 SHARE-BASED PAYMENTS CONTINUED
ANNUAL REPORT AND ACCOUNTS 2021
SAVE AS YOU EARN ('SAYE') SCHEME
Under the terms of the SAYE scheme, the board or the trustees of the Employee Benefit Trust grants options to purchase ordinary shares in the
company to employees who enter into an HMRC-approved SAYE scheme for a term of three years. Options are granted at up to a 20% discount to the
market price of the shares on the day preceding the date of offer and are exercisable for a period of six months after completion of the SAYE contract.
The LTIP options were valued using a Black-Scholes model. The inputs into the model were as follows:
Grant date
Share price at grant date
30/06/16
57.25
13/06/17
28/06/18
244.50
201.95
03/10/18
239.00
30/04/19
03/11/20
245.70
272.95
Exercise price
1.00
1.00
Number of employees
2
5
1.00
12
1.00
5
1.00
21
1.00
29
Shares under option
Vesting period (years)
Expected volatility
434,971
281,180
1,019,058
136,665
1,955,707
2,541,635
3
3
3
Option life (years)
Expected life (years)
37.06%
10
3
40.85%
44.17%
3
43.37%
3
3
10
3.5
10
3.5
10
3.5
43.14%
10
3.5
36.56%
Date of
25/10/16
06/11/17
grant
10
31/10/18
3.5
30/10/19
Risk free rate
0.173%
0.192%
0.723%
0.869%
0.787%
0.075%
03/11/20
Expected dividends expressed as a dividend yield
0%
0%
0%
0%
0%
0%
Possibility of ceasing employment before vesting
42%
32%
33%
34%
35%
34%
Expectations of meeting performance criteria
100%
67%
75%
75%
85%
75%
Fair value per option (pence)
56.26
243.51
200.97
238.03
244.73
271.95
29 February
2020
Granted
during
Lapsed
during
Exercised
during
28 February
the
year
the
year
the year
2021 Exercise price
no. of shares
no. of shares
no. of shares
no. of shares
no. of shares
525,535
(23,250)
(502,285)
pence
78.80
Exercise period
25/10/19 24/04/20
993,805
(55,867)
(592,860)
345,078
169.00
06/11/20 06/05/21
1,106,225
(130,030)
(26,736)
949,459
189.88
31/10/21 30/04/22
1,934,362
(385,666)
(18,764)
1,529,932
216.92
30/10/22 30/04/23
4,559,927
1,970,215
1,970,215
(51,118)
(645,931)
1,919,097
268.96
03/11/23 03/05/24
(1,140,645)
4,743,566
The SAYE options were valued using a Black-Scholes model. The inputs into the model were as follows:
/// FINANCIAL STATEMENTS
29 February
Granted
during
Lapsed
during
Exercised
Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period for
grant dates up to 2016 and from the company's share price volatility from 2017.
SHARE INCENTIVE PLAN ('SIP')
Under the terms of the SIP, the board or the trustees of the Employee Benefit Trust grant free shares to every employee under an HMRC-
approved SIP. Awards must be held in trust for a period of at least three years after grant date and become exercisable at this date. There are no
performance criteria.
Shares under option
Vesting period (years)
Expected volatility
Option life (years)
Risk free rate
Grant date
Share price at grant date
Exercise price
Number of employees
25/10/16
06/11/17
31/10/18
119.25
209.25
212.90
78.80
169.00
119
345,078
189.88
380
949,459
30/10/19
265.00
216.92
615
1,529,932
03/11/20
272.95
268.96
847
1,919,097
3
3
3
3
Expected life (years)
38.40%
3.5
3
41.67%
3.5
3
43.36%
3.5
3
40.39%
3.5
3
36.56%
3.5
3
3
0.277%
0.513%
0.760%
0.463%
0.075%
during
2020
the year
the year
the year
28 February
2021
Exercise price
Expected dividends expressed as a dividend yield
Possibility of ceasing employment before vesting
0%
0%
0%
0%
0%
28%
44%
48%
49%
49%
Date of grant
no. of shares
no. of shares
no. of shares
14/03/14
02/04/14
200,083
5,479
no. of shares
(57,150)
no. of shares
pence
Exercise period
142,933
nil
14/03/17
13/03/24
Expectations of meeting performance criteria
Fair value per option (pence)
100%
100%
100%
100%
100%
51.02
76.86
72.90
93.94
69.56
5,479
nil
02/04/17
01/04/24
19/06/15
449,348
27/09/18
1,798,146
25/07/19
2,042,924
(3,571)
(283,276)
(309,400)
(115,609) 330,168
(63,784) 1,451,086
(88,400)
nil
19/06/18 - 18/06/25
nil
18/02/21
4,495,980
3,136,280
3,136,280
(596,247)
(324,943)
1,645,124
3,136,280
6,711,070
nil
-
nil
27/09/21 - 27/09/28
25/07/22 25/07/29
18/02/24 18/02/31
The SIP options were valued using a Black-Scholes model. The inputs into the model were as follows:
Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period for
grant
dates up to 2016 and from the company's share price volatility from 2017.
SHARE-BASED PAYMENT CHARGE FOR OPTION TO ACQUIRE SHARES IN PRETTYLITTLETHING
Under the terms of the Shareholders' Agreement relating to 21Three Clothing Company Limited (company name now changed to PrettyLittleThing.
com Limited) (PLT), boohoo group plc had the option to acquire the remaining 34% of the share capital of PLT at any time after 28 February
2022. The company acquired the non-controlling interest ahead of the option period and so the unamortised balance of the share-based payment
charge of £2.1 million was accelerated and written off to the income statement.
The share-based payment charge was calculated using a discounted cash flow method using a discount rate of 40% and perpetuity growth rate of
2.1% on management's four-year projections as at March 2017.
01/03/17
£26,329
45%
2
340
5
60.00%
5
5
0.42%
0%
0%
Ranging from 15% to 90% depending
on the year
£206,764
Grant date
Share price at grant date
Exercise price
Number of employees
14/03/14
50.00
02/04/14
19/06/15
27/09/18
54.75
28.00
nil
27
nil
1
nil
99
Shares under option
Vesting period (years)
Expected volatility
142,933
5,479
330,168
213.10
nil
1,547
1,451,086
25/07/19
226.00
nil
1,861
1,645,124
18/02/21
369.4
nil
3,220
3,136,280
The option was valued using a Monte-Carlo simulation model. The inputs into the model were as follows:
Grant date
3
3
3
3
Option life (years)
Expected life (years)
33.33%
10
3
33.20%
10
3
35.89%
10
3
Risk free rate
0.976%
1.143%
0.979%
42.75%
10
3.5
0.883%
3
41.77%
10
3.5
0.462%
3
Share price at grant date, discounted for minority interest
36.56%
Minority interest discount factor
10
Number of employees
3.5
Shares under option
0.004%
Vesting period (years)
Expected dividends expressed as a dividend yield
0%
0%
0%
0%
0%
0%
Possibility of ceasing employment before vesting
44%
37%
31%
35%
35%
35%
Expected volatility
Option life (years)
Expectations of meeting performance criteria
100%
100%
Fair value per option (pence)
50.00
54.75
Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period up to
2016 and from the company's share price volatility from 2017.
Risk free rate
100%
100%
100%
100%
28.00
213.10
226.00
369.40
Expected life (years)
Expected dividends expressed as a dividend yield
Possibility of ceasing employment before vesting
Expectations of meeting performance criteria
Total option fair value
116
Expected volatility was found using a historical volatility calculator with reference to the share price of comparators over a five-year period.
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