REG - Aptamer Group PLC - Grant of Options and Director Fee Shares

AptamerAnnouncement

09/12/2024 07:00

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RNS Number : 2577P  Aptamer Group PLC  09 December 2024

9 December 2024

 

Aptamer Group plc

 

("Aptamer", the "Company" or the "Group")

 

Grant of Options and Non-Executive Director Fee Shares

 

Aptamer Group plc (AIM: APTA), the developer of novel Optimer(®) binders to
enable innovation in the life sciences industry, today announces that it has
granted options, as part of a companywide incentivisation package, to
subscribe for up to 455,085,218 new ordinary shares to Directors and staff.
The Company has also approved an ungranted pool of options for up to
25,000,701 new ordinary shares. These awards were set out in the circular and
notice of general meeting sent to shareholders on 24 July 2024.

 

Background to the awards

 

In August 2024, the Company successfully completed a fundraising. In
connection with the fundraising, the Board of Directors was changed
extensively with the appointment of Adam Hargreaves as Non-Executive Chairman,
Dr Arron Tolley being promoted to Chief Executive Officer, Andrew Rapson being
appointed as a statutory director in his capacity as Chief Financial Officer
and more latterly Tim Sykes joining as Non-Executive Director in September
2024.

 

The proposed options are designed to provide a material incentive to the
Directors and other staff. The performance criteria are set out to maximise
shareholder value by achieving challenging share price milestones as set out
below. This includes achieving returns of at least 7 times the 0.2p option
exercise price. The scheme is graduated such that 100% of the options vest
only if the prevailing share price reaches 12.5 times the option exercise
price representing great ROI for investors.

 

Although the potential dilution is unusually high, at 25%, the scheme is
structured such that the Company and its management team must deliver
exceptional gains to the vast majority of shareholders before the options
vest.  As part of the recent fundraising, the structure described above and
further below was put to investors.  In addition, a specific resolution to
create the authority to issue shares in connection with the share options was
included along with the resolutions giving effect to the July/August 2024
placing and was approved by investors.

 

Details of the awards and terms

 

The following awards have been made:

 

 Name              Position                  Number of shares subject to awards
 Dr Arron Tolley   Chief Technical Officer   159,559,718
 Dr David Bunka    Chief Scientific Officer  128,491,833
 Andrew Rapson     Chief Financial Officer   76,813,747
 Other staff                                 90,219,920
 Unallocated pool                            25,000,700

 

All directors and staff have agreed to the cancellation of options they were
awarded in October 2023 in favour of this latest award.

The new options will have an exercise price of 0.2p, which is equal to the
price at which the Company's fundraise was completed in July/August of this
year.

 

The new options will be subject to challenging performance targets and will
vest and exercise as follows:

 

(i)   One third, on the share price having remained at or above 7 times the
issue price for at least 3 months and exercisable 6 months following vesting;

(ii)  One third, on the share price having remained at or above 10 times the
issue price for at least 3 months and exercisable 12 months following vesting;

(iii) One third, on the share price having remained at or above 12.5 times the
issue price for at least 3 months and exercisable 24 months following vesting;

 

All in the money share options vest in the event that the Company is acquired
(or in the event of a person, group or entity acquiring or entering into a
definitive binding agreement to acquire more than 50% of the issued share
capital of the Company or assets of the Company or its subsidiaries
representing more than 50% of the consolidated earning power of the Company
and its subsidiaries taken as a whole).

 

Following the grant of options, the Company has outstanding awards granted
over 456,560,871 ordinary shares. The Company's issued share capital is
1,920,343,673 ordinary shares.

 

Director Fee Shares

 

The Company further announces that it has issued 67,500,000 shares to
Non-Executive Director Adam Hargreaves as payment for services to the Company
during the recent fundraise in August 2024 and ongoing for Chairmanship fees
and pre-clinical assistance services for the remainder of the financial year
2025. Following this award, Dr Hargreaves is interested in 117,500,000
ordinary shares representing 5.9% per cent of the issued share capital.

 

Application will be made for the admission of these shares to trading on AIM,
which is expected to become effective on or about 13 December 2024.

 

Related party transactions

 

The award of options and shares to directors are regarded as related party
transactions under the AIM Rules. Tim Sykes, being the independent director
for the purposes of considering these awards, considers, having consulted with
the Company's nominated adviser SPARK Advisory Partners Limited, that the
terms of the transactions are fair and reasonable insofar as its shareholders
are concerned.

 

Total voting rights

 

Immediately following Admission the Company will have 1,987,843,673 ordinary
shares of £0.001 each in issue.  The Company does not hold any shares in
treasury and all of the Ordinary Shares have equal voting rights. Therefore,
the figures above represent the total voting rights in the Company and may be
used by shareholders as the denominator for the calculations by which they can
determine if they are required to notify their interest in, or a change to
their interest in the Company under the Rules.

 

Dr Arron Tolley, Chief Executive Officer of Aptamer Group, commented: "This
share option package forms part of our long-term incentive plan designed to
reward staff and management for delivering significant value to the majority
of our shareholders. The Group has set aggressive share price targets, which I
am confident we can achieve given the calibre of customers we are dealing with
and the progress we have made on a number of opportunities reported on
recently, both commercially and scientifically. I am excited by the rapid
progress the team are making; their focus and the quality of their work is
paving the way for great things to come. Our platform technology is gaining
increasing traction in the marketplace, and we are well positioned, with a
skilful and knowledgeable team and our newly appointed Scientific Advisory
board, to be able to take advantage of this."

 

Additional Information

 

The following disclosures are made in accordance with the requirements of the
UK Market Abuse Regulation and provide detail in relation to the purchase of
ordinary shares by directors and other PDMRs in the Company.

 

NOTIFICATIONS AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Dr Arron Tolley

                                                                   Dr David Bunka

                                                                   Andrew Rapson
 2    Reason for the notification

 a)   Position/status                                              Chief Executive Officer

                                                                   Chief Scientific Officer

                                                                   Chief Financial Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Aptamer Group plc

 b)   LEI                                                          213800Y4XGH3WJNBE686

 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 of £0.001 each

      Identification code                                          GB00BNRRP542

 b)   Nature of the transaction                                    Grant of share options

 c)   Price(s) and volume(s)

Price(s)  Volume(s)
                                                                   0.2p      159,559,718
                                                                   0.2p      128,491,833
                                                                   0.2p      76,813,747

 

 d)   Aggregated information

      - Aggregated volume                                          364,865,298
      - Price                                                      0.2p each

 e)   Date of the transaction                                      6 December 2024

 f)   Place of the transaction                                     Off market

 

 

d)

 

Aggregated information

- Aggregated volume

364,865,298

- Price

0.2p each

e)

 

Date of the transaction

 

 

6 December 2024

f)

 

Place of the transaction

 

Off market

 

NOTIFICATIONS AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Dr Adam Hargreaves

 2    Reason for the notification

 a)   Position/status                                              Non-Executive Chairman

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Aptamer Group plc

 b)   LEI                                                          213800Y4XGH3WJNBE686

 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 of £0.001 each

      Identification code                                          GB00BNRRP542

 b)   Nature of the transaction                                    Award of shares

 c)   Price(s) and volume(s)                                       0.2p

                                                                   67,500,000
 d)   Aggregated information

      - Aggregated volume                                          67,500,000
      - Price                                                      0.2p

 e)   Date of the transaction                                      6 December 2024

 f)   Place of the transaction                                     Off market

 

- Ends -

 

For further information, please contact:

 

 Aptamer Group plc                                        +44 (0) 1904 217 404

 Arron Tolley, Chief Executive Officer
 SPARK Advisory Partners Limited - Nominated Adviser      +44 (0) 20 3368 3550

 Andrew Emmott / Adam Dawes
 Turner Pope Investments (TPI) Limited - Broker           +44 (0) 20 3657 0050

 James Pope / Andrew Thacker
 Northstar Communications Limited - Investor Relations    +44 (0) 113 730 3896

 Sarah Hollins

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation.

 

About Aptamer Group plc

 

Aptamer Group is a leading global developer of aptamer-based ligands that help
scientists remove the limits to discovery and innovation. Leveraging a
proprietary discovery and development platform, Aptamer delivers custom
affinity ligands, supported with a complete suite of characterisation and
validatory assays that enhance the translation of its binders and optimise
scientific outcomes for customers.

 

Aptamer's cutting-edge technology spans healthcare, research, personal care,
and industrial processes, delivering new affinity solutions for novel targets,
advanced diagnostics, and precision therapies. By working with industry
leaders in pharmaceutical, biotechnology, personal health, academic, and
clinical research sectors, Aptamer is accelerating science through the custom
development of tools and therapies.

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