ANNOUNCEMENT: Management Incentive Plan (“MIP”)

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014.  Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain. 

Sativa Group Plc
(“Sativa” or the “Company” or the “Group”)

Management Incentive Plan (“MIP”)

3 June 2020

Sativa Group Plc (AQSE: SATI), (or “Sativa” or “the Company” or “the Group”), the UK’s leading quoted CBD wellness and medicinal cannabis company, is pleased to announce the implementation of a new management incentive plan (“MIP”) to retain and incentivise Henry Lees-Buckley, Chief Executive Officer, and to replace the existing options held by certain Directors of Sativa.

Directors will be entitled to exchange their existing options for an equivalent award consisting of Value Capped Options and MIP Shares.

Such options, which currently subsist over a specific number of Ordinary Shares in the Company, will be exchanged for MIP Shares and/or Value Capped Options which relate to the same number of Sativa shares.

The MIP Shares and the Value Capped Options will, together, deliver the same gross value to the holders of the existing options.

The MIP Shares and Value Capped Options are non-dilutive, as the number of Ordinary Shares which may be issued pursuant to the exchange of the MIP Shares and the exercise of the Value Capped Options shall never exceed the number of Ordinary Shares subject to the options foregone in exchange for the MIP Shares and Value Capped Options.

As part of this implementation, Geremy Thomas, the founder and Non-executive Deputy Chairman, will surrender options over 30,000,000 shares to the Company, otherwise exercisable at a price of 0.5p per share, which had been granted to him on the Company’s admission to trading on the AQSE Growth Market.  The Company will award 30,000,000 Value Capped Options and MIP Shares, to Henry Lees-Buckley, CEO.

After the surrender of options detailed above, Geremy Thomas, Mark Blower and Angus Kerr will exchange their existing options, for Value Capped Options and MIP Shares.

The Value Capped Options and MIP Shares vest immediately, and upon the successful acquisition of Sativa Group Plc by Stillcanna Inc, subject to shareholder approval of the scheme of arrangement, will be locked-in for three years under Escrow, upon the scheme becoming effective.

Following the grant of MIP set out above, the number and percentage of existing options to be exchanged for Value Capped Options and MIP Shares is unchanged at 78,423,074 and 14% of the current issued share capital.

The Directors of the Company accept responsibility for the contents of this announcement.

Jonathan Wearing
Non-Executive Chairman
Sativa Group Plc
+44 (0) 20 7971 1255

Joseph Colliver
Chief Financial Officer
Sativa Group Plc
+44 (0) 20 7971 1255

AQSE Growth Market Corporate Adviser

Corporate Finance 
Guy Miller/Allie Feuerlein
Peterhouse Capital Limited
+44 (0) 20 7220 9795

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