Share-Based Payments

12 Months Ended

Dec. 31, 2022

Share Based Payments [Abstract]

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