REG-4basebio Plc: Long-Term Incentive Plan and Exercise of Options
02/02/2024 07:15
2 February 2024
4basebio PLC
("4basebio", the "Company" or the “Group”)
Long-Term Incentive Plan and Exercise of Options
Cambridge, UK, 1 February 2024 - 4basebio PLC (AIM: 4BB), an innovation driven
biotechnology company enabling and accelerating development of advanced
therapy medicinal products (ATMPs) through its high performant synthetic DNA
products and non-viral, thermostable nucleic acid delivery platform, announces
the following changes to its long-term incentive plans for directors and
staff.
4basebio has been notified that Companies under the beneficial control of
Wilhelm K. T. Zours, together described as members or associates of the
Deutsche Balaton Group (“DB”), a significant shareholder in 4basebio, now
hold more than 50 per cent. of the voting rights in 2Invest AG, another major
shareholder in 4basebio.
These transactions have no direct impact on the operations of the Company or
its subsidiaries and the acquisition of interests in 2Invest AG by DB does not
increase either parties’ direct holding in 4basebio or otherwise affect the
concert party which was considered to exist at the time of 4basebio’s
admission to AIM.
Nevertheless, this event represents a disqualifying event for the purposes of
4basebio’s EMI option scheme, leaving option holders 90 days to exercise
their share options or lose the future benefits of the EMI scheme. The
Company’s remuneration committee, which includes all non-executive
directors, has sought the advice of external advisers, and consulted
extensively with its major shareholders, on appropriate measures.
Certain EMI option holders which include Heikki Lanckriet and David Roth,
directors of the Company, will exercise options and sell part of their holding
to pay for the exercise of the options. Options over 476,735 new ordinary
shares (“New Ordinary Shares”) will be exercised, raising approximately
£710,000 for the Company. The exercise of options by directors is as
follows:
Name Number of Options Exercised Shareholding prior to Option Exercise Enlarged shareholding as percentage of enlarged issued share capital
Heikki Lanckriet 211,863 1,252,453 1,464,316
David Roth 179,000 317,000 496,000
The Company’s Remuneration Committee has further resolved that the long-term
incentivisation for senior management in the event of a future sale of the
Company will comprise a cash bonus calculated as to a percentage of any future
sale price achieved for the Company that exceeds £85 million. The quantum
that would be awarded to Dr Heikki Lanckriet and David Roth in the event of a
sale of the Company is 0.52 per cent. and 0.44 per cent. of the sale price in
excess of £85 million respectively.
In respect of the EMI disqualification event for non-senior management, the
Remuneration Committee has agreed that 78,996 unapproved options at EUR€1
per new ordinary share. The vesting criteria and exercise conditions for
these additional options will mirror the existing vesting and exercise
conditions of options held by those option holders.
Following the issue of the New Ordinary Shares, the issued share capital of
the Company will comprise 12,796,208 ordinary shares of EUR€1 each.
A further announcement will be made following the disposal of any shares by
directors.
Admission to AIM
Application will be made for the New Ordinary Shares to be admitted to trading
on AIM ("Admission"). It is expected that Admission will become effective at
8.00 a.m. on or around 7 February 2024. The New Ordinary Shares will be issued
credited as fully paid and will rank in full for all dividends and other
distributions declared, made or paid after Admission and will otherwise rank
on Admission pari passu in all respects with the existing ordinary shares.
Total Voting Rights
Following Admission, the total number of ordinary shares in issue will be
12,796,208. The Company does not hold any ordinary shares in treasury.
Therefore, the total number of ordinary shares with voting rights will be
12,796,208 . This figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of the Company under the Financial Conduct Authority's
Disclosure and Transparency Rules.
Related Party Transaction
The award of the bonuses to certain directors in the event of a future sale of
the Company constitutes a related party transaction (“Transaction”)
pursuant to Rule 13 of the AIM Rules for Companies. With the exception of Dr
Heikki Lanckriet and David Roth, the directors of the Company, having
consulted with the Company's Nominated Adviser, Cairn Financial Advisers LLP,
consider the terms of the Transaction to be fair and reasonable insofar as the
Company’s shareholders are concerned.
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 as amended by regulation 11 of the market abuse
(amendment) (EU Exit) regulations 2019/310.
For further enquiries, please contact:
4basebio PLC +44 (0)12 2396 7943
Heikki Lanckriet, CEO
Cairn Financial Advisers LLP (Nominated Adviser) +44 (0)20 7213 0880
Jo Turner / Sandy Jamieson
Cavendish Capital Markets Limited (Broker) +44 (0)20 7220 0500
Geoff Nash/Charlie Beeson
Notes to Editors
4basebio (AIM: 4BB) is a specialist life sciences group focused on therapeutic
DNA for cell and gene therapies and DNA vaccines and providing solutions for
effective and safe delivery of these DNA based products to patients. It is the
intention of the Company to become a market leader in the manufacture and
supply of high purity, synthetic DNA for research, therapeutic and
pharmacological use and develop non-viral vectors for the efficient delivery
of payloads. The immediate objectives of 4bb are to validate and scale its DNA
synthesis and advance its collaborations to facilitate the functional
validation of its DNA based products and cell and gene delivery solutions.
Forward-looking statements
This announcement may contain certain statements about the future outlook for
the 4basebio. Although the directors believe their expectations are based on
reasonable assumptions, any statements about future outlook may be influenced
by factors that could cause actual outcomes and results to be materially
different.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name 1. Dr Heikki Lanckriet
2. David Roth
2 Reason for notification
a. Position/Status 1. CEO
2. CFO
b. Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name 4basebio plc
b. LEI 213800E2DX9EAIUNCB30
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument Ordinary Shares
Identification Code ISIN: GB00BMCLYF79
b. Nature of the transaction Exercise of options
Price(s) per share (p) Volume(s)
1. 118p 211,863 179,000
2. 118p
d. Aggregated information * Volume * 390,863
* Price * 118 pence per share
e. Date of the transaction 1/2/2024
f. Place of the transaction London Stock Exchange, AIM
Copyright (c) 2024 PR Newswire Association,LLC. All Rights ReservedRecent news on 4Basebio
See all newsREG - AIM - AIM Notice - 23/07/2025
AnnouncementREG-4basebio Plc: Employee Long Term Incentive Plan and Issue of Equity
AnnouncementREG-4basebio Plc: Director Appointment, Board Change
AnnouncementREG-4basebio Plc: Holding(s) in Company
AnnouncementREG-4basebio Plc: Holding(s) in Company
Announcement