REG - Cizzle Biotechnology - Issue of Options in lieu of salary increases

Cizzle Biotechnology HoldingsAnnouncement

07/03/2023 07:00

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RNS Number : 0726S  Cizzle Biotechnology Holdings PLC  07 March 2023

7 March 2023

 

Cizzle Biotechnology Holdings Plc

 

("Cizzle Biotechnology", "Cizzle" or the "Company")

 

Issue of Options in lieu of salary increases
 

Cizzle Biotechnology, the UK based diagnostics developer, announces voluntary
director salary waivers and the award of share options.

In conducting a review of director remuneration, the Company's remuneration
committee was of the view that the Company's directors' salaries are currently
below market comparables.  However, even in a period of high inflation, the
directors remain fully committed to maintaining low overheads and maximising
the funds available to the Company for the development of its CIZ1B early lung
cancer test.

The directors have therefore agreed to waive any increase in basic salary for
a period of two years from 3 March 2023.  In compensation, and subject to
shareholder approval at the next Annual General Meeting of the Company, the
Company has conditionally granted share options over new ordinary shares in
the Company (the "Options") to the directors, with an exercise price
equivalent to the volume weighted average price of the Company's ordinary
shares for the month of February 2023 at 2.19376p per share.  50% of the
Options will vest and become exercisable after the 12-month anniversary of
grant; the remaining 50% shall vest and become exercisable on the 24-month
anniversary of grant.  The Options will have a 10 year life from the date of
grant and are subject to good and bad leaver provisions.  The Options are
unapproved for the purposes of the enterprise management incentive and have
been granted outside of, and in addition to, grants made under the Company's
existing share option schemes.

Following the grant of the Options, the total number of ordinary shares under
option is 48,685,443 ordinary shares representing 14.02% of the Company's
current issued ordinary share capital.

The Options have been granted to the directors as follows:

 Director       Number of Options granted  Existing options held  Total number of options now held  Total number of options now held as % of current issued share capital
 Allan Syms     8,868,096                  5,068,956              13,937,052                        4.01%
 Nigel Lee*     6,224,233                  2,000,000              8,224,233                         2.37%
 Dawn Coverley  7,614,540                  12,672,389             20,286,929                        5.84%
 John Treacy    6,235,629                  0                      6,235,629                         1.80%

*in addition, Nigel Lee is interested in 1,600 options over the Company's
ordinary shares issued to CFO Solutions, a Company in which Nigel Lee is a
director

Further details on the Options are contained in the disclosure tables below.

 

NOTIFICATION 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)            Names                                                        Allan Syms -Executive Chairman

                                                                            Nigel Lee - Finance Director

                                                                            Dawn Coverley - Scientific Director and Non-executive Director

                                                                            John Treacy - Non-executive Director
 2.            Reason for the Notification
 a)            Position/status                                              See 1(a) above for positions - all are directors of the Company and are
                                                                            classified as PDMRs of the Company
 b)            Initial notification/ Amendment                              Initial Notification
 3.            Details of the issuer, emission allowance market participant, auction
               platform, auctioneer or auction monitor
 a)            Name                                                         Cizzle Biotechnology Holdings Plc
 b)            LEI                                                          213800G3OS3SA2J1Y358
 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  In each case, the grant of Options over Ordinary Shares on 6 March 2023

               Identification code                                          GB00BNG2VN02
 b)            Nature of the transaction                                    Grant of Options over new Ordinary Shares each with an exercise price of
                                                                            2.19376 pence per new Ordinary Share

 c)            Price(s) and volume(s)                                       Price: 2.19376 pence per Ordinary Share

                                                                            Volumes:

                                                                            Allan Syms - Options over 8,868,096 new Ordinary Shares

                                                                            Nigel Lee - Options over 6,224,233 new Ordinary Shares

                                                                            Dawn Coverley -   Options over 7,614,540 new Ordinary Shares

                                                                            John Treacy - Options over 6,235,629 new Ordinary Shares

 d)            Aggregated information:

·       Aggregated volume                                   n/a

               ·       Price
 e)            Date of the transaction                                      6 March 2023
 f)            Place of the transaction                                     Outside a trading venue

 

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 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018.  Upon the publication of this
announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.

Enquiries:

 

Cizzle Biotechnology Holdings plc
Via IFC Advisory

Allan Syms (Executive Chairman)

 

Allenby Capital Limited                                       +44(0) 20 33285656

John Depasquale / Alex Brearley

 

Novum Securities Limited                                   +44(0) 20 7399 9400

Colin Rowbury / Jon Bellis

 

IFC Advisory Limited                                            +44(0) 20 3934 6630

Tim
Metcalfe
cizzle@investor-focus.co.uk (mailto:cizzle@investor-focus.co.uk)

Florence Chandler

 

Notes to Editors:

About Cizzle Biotechnology

Cizzle Biotechnology is developing a blood test for the early detection of
lung cancer. Cizzle Biotechnology is a spin- out from the University of York,
founded in 2006 around the work of Professor Coverley and colleagues. Its
proof-of-concept prototype test is based on the abilityto detect a stable
plasma biomarker, a variant of CIZ1 known as CIZ1B. CIZ1 is a naturally
occurring cell nuclear protein involved in DNA replication, and the targeted
CIZ1B variant is highly correlated with early-stage lung cancer.

For more information, please see https://cizzlebiotechnology.com

You can also follow the Company through its twitter account @CizzlePlc and on
LinkedIn.

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