REG - Aptamer Group PLC - Grant of Options and Related Party Transaction

AptamerAnnouncement

09/10/2023 09:45

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RNS Number : 4126P  Aptamer Group PLC  09 October 2023

9 October 2023

 

Aptamer Group plc

 

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

 

Grant of Options and Related Party Transaction

 

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 to subscribe for up to 116,835,918 new ordinary shares to
Directors and staff.  These awards were set out in the circular and notice of
general meeting sent to shareholders on 31 July 2023.

Background to the awards

In August 2023, the Company successfully completed a fundraising without which
the Company would in all likelihood have entered an insolvency process.  In
connection with the fundraising, the Company was changed extensively with the
return of Stephen Hull as Executive Chairman (Steve had been chairman prior to
the IPO in 2021) and Dr Arron Tolley as Chief Technical Officer (Arron was a
founder and had been CEO until April 2023), and the appointment of Dr Adam
Hargreaves and Dean Fielding as independent non-executive directors.

The proposed options are designed to provide a material incentive to the
 Directors and other staff, but on stretching revenue and share price
performance criteria as set out below, which include achieving returns of at
least 4-times and up to 50-times the 1p option exercise price.  60% of the
options only vest if the prevailing share price reaches 10-times the option
exercise price.

Therefore, although the total potential dilution is unusually high at 25%, the
structure is such that the Company must deliver exceptional gains to
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 2023 placing and was approved by investors.

The Non-executive Directors and Executive Chairman are also receiving
awards.  Against a very challenging background for the Company, being able to
provide equity participation was the most appropriate way to bring a suitable
team onto the board to support and challenge the executive.  Ordinary cash
compensation would not have been sufficient to persuade any of the individuals
appointed to join the Company.

Details of the awards and terms

The following awards have been made:

 

 Name                Position                            Number of shares subject to awards
 Steve Hull          Executive Chairman                  5,100,000
 Dr Arron Tolley     Chief Technical Officer             35,837,305
 Dr David Bunka      Chief Scientific Officer            28,422,450
 Dean Fielding       Independent Non-Executive Director  3,725,000
 Dr Adam Hargreaves  Independent Non-Executive Director  3,725,000
 Andrew Rapson       Chief Financial Officer - PDMR      12,750,000
 Alastair Fleming    Chief Operating Officer - PDMR      12,750,000
 Other staff                                             14,526,163

 

Dr Arron Tolley has agreed to the cancellation of 700,000 existing options
with an exercise price of 7.675p each and Dr David Bunka has agreed to the
cancellation of 32,600 and 61,400 existing options with exercise prices of
15.54p and 7.675p each respectively.

The new options will have an exercise price of 1p, 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 stretching performance targets as follows:

(i)   16 per cent, on announcement of FY24 audited results in line with
expectations and the share price having remained at or above 4 times the issue
price for at least 3 months;

(ii)   24 per cent, on announcement of FY25 audited results in line with
expectations and the share price having remained at or above 7 times the issue
price for at least 3 months;

(iii)  40 per cent, on announcement of FY26 audited results in line with
expectations and the share price having remained at or above 10 times the
issue price for at least 3 months;

(iv)  10 per cent, on announcement of FY26 audited results in line with
expectations and the share price having remained at or above 30 times the
issue price for at least 3 months; and

(v)  10 per cent, on announcement of FY26 audited results in line with
expectations and the share price having remained at or above 50 times the
issue price for at least 3 months.

All in the money share options would vest in the event that the Company is
acquired (or in the event of a transaction with a similar effect).

The interpretation of "in line with expectations" will require consultation
with the Company's Nominated Adviser in each case.

Dr Arron Tolley and Dr David Bunka must remain employed for their options to
vest.  With regard to the options awarded to the Non-Executive Directors and
Executive Chairman, these can vest in full if the revenue thresholds above
have been met up to the point of departure and there is a reasonable
expectation of meeting the remaining conditions other than share price, in
consultation with the Nominated Adviser.

Following the grant of options, the Company has outstanding awards granted
over 118,447,720 ordinary shares. The Company's issued share capital is
467,343,673 ordinary shares.

Related Party Transaction

The grant of options to directors of the Company constitutes a related party
transaction pursuant to AIM Rule 13. As there are no independent directors for
the purposes of AIM Rule 13, the Company's Nominated Adviser, SPARK Advisory
Partners Limited, considers that the terms of the grant of options are fair
and reasonable insofar as the Company's shareholders are concerned.

Additional Information

The following disclosures are made in accordance with the requirements of the
UK version of the EU Market Abuse Regulation (2014/596) which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented from time to time, 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                                                         Steve Hull

                                                                   Dr Arron Tolley

                                                                   Dr David Bunka

                                                                   Dean Fielding

                                                                   Dr Adam Hargreaves

                                                                   Andrew Rapson

                                                                   Alastair Fleming
 2    Reason for the notification

 a)   Position/status                                              Executive Chairman

                                                                   Chief Technical Officer

                                                                   Chief Scientific Officer

                                                                   Non-Executive Director

                                                                   Non-Executive Director

                                                                   Chief Financial Officer

                                                                   Chief Operating 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)
                                                                   1p        5,100,000
                                                                   1p        35,837,305
                                                                   1p        28,422,450
                                                                   1p        3,725,000
                                                                   1p        3,725,000
                                                                   1p        12,750,000
                                                                   1p        12,750,000

 

 d)   Aggregated information

      - Aggregated volume                                          102,309,755
      - Price                                                      1p each

 e)   Date of the transaction                                      9 October 2023

 f)   Place of the transaction                                     Off market

 

 

d)

 

Aggregated information

- Aggregated volume

102,309,755

- Price

1p each

e)

 

Date of the transaction

 

 

9 October 2023

f)

 

Place of the transaction

 

Off market

 

- ENDS -

 

For further information, please contact:

 

 Aptamer Group plc                                        +44 (0) 1904 217 404

 Steve Hull
 SPARK Advisory Partners Limited - Nominated Adviser      +44 (0) 20 3368 3550

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

 James Pope / Andrew Thacker

 

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018.

About Aptamer Group plc

Aptamer (http://www.aptamergroup.com/)  develops custom affinity binders
through its proprietary Optimer(®) platform to enable new approaches in
therapeutics, diagnostics, and research applications. The Company strives to
deliver transformational solutions that meet the needs of life science
researchers and developers through the use of its proprietary Optimer
platform.

Optimer binders are oligonucleotide affinity ligands that can function as an
antibody alternative. The global affinity ligand market is currently worth
over $170 billion. Optimer binders are engineered to address many of the
issues found with alternative affinity molecules, such as antibodies, and
offer new, innovative solutions to bioprocessing, diagnostic and
pharmaceutical scientists.

Aptamer has successfully delivered projects for global pharma companies,
diagnostic development companies, and research institutes covering a range of
targets and applications with the objective of establishing royalty-bearing
licenses. Through the unique Optimer technology and processes, scientists and
collaborators can make faster, more informed decisions that support discovery
and development across the Life Sciences.

 

 

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