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RNS Number : 1678T Feedback PLC 14 January 2025
Feedback plc
Surrender and grant of options and PDMR dealings
Feedback plc (AIM: FDBK, "Feedback" or the "Company"), the clinical
infrastructure specialist company, announces changes to its share option
schemes in order to appropriately incentivise and retain talent, as well as to
ensure their interests are aligned with that of the Company and its
shareholders, being the surrender of options over ordinary shares of 1p each
in the capital Company ("Ordinary Shares") and the concurrent grant of new
options over Ordinary Shares under the Company's EMI and Non tax-advantaged
share option Schemes (the "Options"). This includes the surrender of options
by, and the grant of Options to, Executive Directors and persons discharging
managerial responsibilities (PDMRs) of the Company.
The Board recognises the importance of share options to appropriately
incentivise and retain talent, as well as to ensure their interests are
aligned with that of the Company and its shareholders. Following a review, the
Remuneration Committee of the Company recommended that the terms of the
existing share option grants for employees and directors were no longer
appropriate, and the Board adopted in full its recommendations that they
should be replaced to re-align grants under the share option schemes with the
current strategic focus of the Company.
Accordingly, 976,420 share options shall be surrendered for nominal
consideration by mutual agreement, immediately prior to the grant of new
Options as detailed below.
Grant of Options
3,505,169 Options are being granted to the Executive Directors and other PDMRs
as set out below (being 89.4 percent. of the new Options granted). The Options
will vest in four equal tranches, conditional on achieving certain targets as
follows:
1. 25% vest immediately - to create a retention mechanism from grant;
2. 25% vest on Reported Revenue of £8.0m;
3. 25% vest on Reported Revenue of £12.0m; and
4. 25% vest on Reported Revenue of £20.0m.
"Reported Revenue" is either:
· a year's revenue reported in the full year audited financial
statements; or
· 12 months' revenue being H2 of the last full year audited
financial statements plus H1 of the last published interim financial
statements.
Options being granted to the Executive Directors and PDMRs which are subject
to the vesting conditions above:
Surrendered options New Options granted / grant date Resultant number of options held
Tom Oakley, CEO 533,385 550,668 Non tax-Advantaged Options / 14/01/2025 1,752,586
1,201,918 EMI Options / 14/01/2025
Anesh Patel, CFO 266,692 42,930 EMI Options / 14/01/2025 876,291
833,361 EMI Options / 25/02/2025
Michael Hayball, CTO* 20,065 219,073 EMI Options / 14/01/2025 219,073
Stephen Brown, Chief Regulatory & Compliance Officer 20,065 219,073 EMI Options / 14/01/2025 219,073
Stephen McAteer, COO* 20,065 219,073 EMI Options / 14/01/2025 219,073
Nicholas Mayhew, Chief Sales & Marketing Officer* 20,065 219,073 EMI Options / 14/01/2025 219,073
* Employed by Feedback Medical Limited, a 100% subsidiary of Feedback plc.
Non tax-advantaged Options granted on 14/01/2025 to the Executive Directors
and PDMRs above have an exercise price of 1 pence per share, being the nominal
value per Ordinary Share reflecting the non-tax-advantaged nature of these
Options.
EMI Options granted on 14/01/2025 to the Executive Directors and PDMRs above
have an exercise price of 20.8 pence per share, being equal to the closing
share price on the last trading day before the grant and representing a
premium of 4% to the price at which the Company last completed an equity
fundraise in November 2024 (20 pence).
EMI Options awarded with a grant date of 25/02/2025 to the Executive Directors
and PDMRs above will have an exercise price being the higher of 20 pence per
share or the closing share price on the last trading day before such grant.
In addition, Rory Shaw, Non-Executive Chairman and PDMR, has been granted
100,000 Non tax-Advantaged Options on 14/01/2025 primarily for retention
purposes. Alongside the Executive management team, Rory has key relationships
with NHS bodies which are potential customers for the Company's products.
These Non tax-Advantaged Options have an exercise price of 20 pence and are
subject to time-based vesting conditions only with the options vesting in
equal monthly tranches over three years. Following the grant of Options, Rory
Shaw will hold a total of 187,000 options, including 87,000 of options
previously awarded with exercise prices ranging from 140 - 372 pence.
In addition, 315,700 Options were granted to 16 other employees on 14/01/2025,
with the same exercise price and vesting conditions as the Executive Directors
and PDMRs as set out above.
The Options are exercisable for a period of 5 years from the vesting date.
Following the surrender of existing options and the grant of new Options, the
Company will have a total of 4,010,875 options to subscribe for ordinary
shares in the Company in issue, representing 9.2% of the Company's issued
share capital at the date of this announcement.
Further information on Feedback and its products can be found on the Company's
website: https://feedbackmedical.com.
--Ends--
Enquiries:
Feedback plc +44 (0) 20 3997 7634
Tom Oakley, CEO IR@fbk.com (mailto:IR@fbk.com)
Anesh Patel, CFO
Panmure Liberum Limited (NOMAD and Broker) +44 (0)20 7886 2500
Emma Earl/Freddy Crossley/Mark Rogers (Corporate Finance)
Rupert Dearden (Corporate Broking)
Walbrook PR Ltd; Tel: 020 7933 8780 or feedbackplc@walbrookpr.com
(mailto:feedbackplc@walbrookpr.com)
Nick Rome/Joe Walker 07748 325 236 or 07407 020 470
About Feedback
Feedback plc helps clinical teams to make better decisions faster for
patients. We design products that enhance clinician access to patient data and
to their colleagues. Our unique approach centres around individual patient
episodes, into which we pull relevant clinical data from hospital systems and
around which we build remote clinical teams for collaboration. As a result, we
produce a digital infrastructure that makes patient data available to
clinicians in multiple settings, in a format that enables them to meaningfully
interact with it, providing flexibility to clinicians and free movement of
patients between provider settings - clinicians can practice from anywhere and
patients can attend any care provider for treatment, with greater connectivity
across organisations.
Our products Bleepa® and CareLocker® work together to deliver unparalleled
value to our customers. Bleepa® is our application layer and sits on top of
CareLocker® as our data layer. Bleepa® is a clinician facing platform that
displays clinical results from a patient's CareLocker® at a certified and
regulated quality, that is suitable for clinical use and enables dialogue on a
patient-by-patient basis with colleagues through a secure, auditable chat
interface that links back to the patient medical record. The CareLocker® data
storage model is built around the patient. Our vision is one where relevant
clinical data is always available to the patient as well as to any care
setting that they may attend - a federated data architecture with the patient
as the tenant.
The Company has a number of growth opportunities domestically and
internationally across a range of markets including the NHS and private
healthcare providers and its highly scalable Software as a Service
("SaaS")-based model is expected to provide increasing levels of revenue
visibility as the Company grows its customer base.
Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities under UK MAR
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Rory Shaw
2 Reason for the notification
a) Position/status PDMR - Non-Executive Chairman
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Feedback plc
b) LEI 213800UGOF2GT2U2RV90
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 Non-tax-advantaged Options to subscribe for Ordinary Shares of 1p each
Identification code
GB00BJN59X09
b) Nature of the transaction Grant of options to subscribe for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price of 20p 100,000
d) Aggregated information
- Aggregated volume N/A
- Price
e) Date of the transaction 14/01/2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
14/01/2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Tom Oakley
2 Reason for the notification
a) Position/status PDMR - Chief Executive Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Feedback plc
b) LEI 213800UGOF2GT2U2RV90
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 EMI Options and Non-tax-advantaged Options to subscribe for Ordinary Shares of
1p each
Identification code
GB00BJN59X09
b) Nature of the transaction Surrender of options to subscribe for Ordinary Shares for nominal
consideration; and
Grant of options to subscribe for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 533,385 SURRENDERED
Exercise price of 1p 550,668 GRANTED
Exercise price of 20.8p 1,201,918 GRANTED
d) Aggregated information
- Aggregated volume See above
- Price
e) Date of the transaction 14/01/2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
See above
e)
Date of the transaction
14/01/2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Anesh Patel
2 Reason for the notification
a) Position/status PDMR - Chief Financial Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Feedback plc
b) LEI 213800UGOF2GT2U2RV90
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 EMI Options and Non-tax-advantaged Options to subscribe for Ordinary Shares of
1p each
Identification code
GB00BJN59X09
b) Nature of the transaction Surrender of options to subscribe for Ordinary Shares for nominal
consideration; and
Grant of options to subscribe for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 266,692 SURRENDERED
Exercise price of 20.8p 42,930 GRANTED
Exercise price of the higher of 20p or the closing share price on the last 833,361 GRANTED
trading day before 25/02/2025
d) Aggregated information
- Aggregated volume See above
- Price
e) Date of the transaction 14/01/2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
See above
e)
Date of the transaction
14/01/2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Michael Hayball
2 Reason for the notification
a) Position/status PDMR - Chief Technical Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Feedback plc
b) LEI 213800UGOF2GT2U2RV90
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 EMI Options to subscribe for Ordinary Shares of 1p each
Identification code
GB00BJN59X09
b) Nature of the transaction Surrender of options to subscribe for Ordinary Shares for nominal
consideration; and
Grant of options to subscribe for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 20,065 SURRENDERED
Exercise price of 20.8p 219,073 GRANTED
d) Aggregated information
- Aggregated volume See above
- Price
e) Date of the transaction 14/01/2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
See above
e)
Date of the transaction
14/01/2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Stephen McAteer
2 Reason for the notification
a) Position/status PDMR - Chief Operating Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Feedback plc
b) LEI 213800UGOF2GT2U2RV90
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 EMI Options to subscribe for Ordinary Shares of 1p each
Identification code
GB00BJN59X09
b) Nature of the transaction Surrender of options to subscribe for Ordinary Shares for nominal
consideration; and
Grant of options to subscribe for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 20,065 SURRENDERED
Exercise price of 20.8p 219,073 GRANTED
d) Aggregated information
- Aggregated volume See above
- Price
e) Date of the transaction 14/01/2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
See above
e)
Date of the transaction
14/01/2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Nicholas Mayhew
2 Reason for the notification
a) Position/status PDMR - Chief Sales & Marketing Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Feedback plc
b) LEI 213800UGOF2GT2U2RV90
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 EMI Options to subscribe for Ordinary Shares of 1p each
Identification code
GB00BJN59X09
b) Nature of the transaction Surrender of options to subscribe for Ordinary Shares for nominal
consideration; and
Grant of options to subscribe for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 20,065 SURRENDERED
Exercise price of 20.8p 219,073 GRANTED
d) Aggregated information
- Aggregated volume See above
- Price
e) Date of the transaction 14/01/2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
See above
e)
Date of the transaction
14/01/2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Stephen Brown
2 Reason for the notification
a) Position/status PDMR - Chief Regulatory & Compliance Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Feedback plc
b) LEI 213800UGOF2GT2U2RV90
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 EMI Options to subscribe for Ordinary Shares of 1p each
Identification code
GB00BJN59X09
b) Nature of the transaction Surrender of options to subscribe for Ordinary Shares for nominal
consideration; and
Grant of options to subscribe for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 20,065 SURRENDERED
Exercise price of 20.8p 219,073 GRANTED
d) Aggregated information
- Aggregated volume See above
- Price
e) Date of the transaction 14/01/2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
See above
e)
Date of the transaction
14/01/2025
f)
Place of the transaction
Outside a trading venue
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