For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240214:nRSN0382Da&default-theme=true
RNS Number : 0382D Fusion Antibodies PLC 14 February 2024
14 February 2024
Fusion Antibodies plc
("Fusion" or the "Company")
Grant of options and issue of shares to directors
Fusion Antibodies plc (AIM: FAB), specialists in pre-clinical antibody
discovery, engineering and supply for both therapeutic drug and diagnostic
applications, announces, further to the announcement of the conditional
placing to raise £1,375,000 (before expenses) (the "Placing") released
earlier today, the grant of new share options in the Company pursuant to the
Fusion EMI and Unapproved Employee Share Option Scheme ("Option Schemes") to
staff and senior management and the issue of new ordinary shares of 4p each in
the capital of the Company ("Ordinary Shares") to certain directors in lieu of
or in satisfaction of salary and fees due to them ("Director Shares").
Grant of new share options under the Option Schemes
In order to incentivise and retain staff and senior management, the Company
announces the grant of a total of 3,760,700 new share options over Ordinary
Shares (the "New Options"; comprising the Conditional New Options and the
Additional New Options, as defined below) to certain directors and employees
of the Company as further detailed below.
730,700 existing share options with exercise prices ranging from 47.5p to
54.5p have been surrendered by certain directors and employees of the Company
and, conditional on such surrender, an equivalent aggregate amount of 730,700
new share options over Ordinary Shares have been granted to those option
holders on a 1:1 basis under the Option Schemes (the "Conditional New
Options"). In addition, 3,030,000 further new share options over Ordinary
Shares have also been granted to certain directors and employees of the
Company under the Option Schemes (the "Additional New Options").
The Options have an exercise price of 4.25p ("Exercise Price"), being the
closing mid-market price of an Ordinary Share on 13 February 2024, the day
prior to the grant. All of the Options are subject to a three-year vesting
period, with them vesting as to: one third on the first anniversary of grant
("Tranche 1"); one third on the second anniversary of grant ("Tranche 2"); and
one third on the third anniversary of grant ("Tranche 3"). The Additional New
Options, save for those issued to the non-executive directors of Fusion, shall
also be subject to the following performance-based vesting criteria:
· for the Tranche 1 Additional New Options, the closing mid-market
price of an Ordinary Share must have been equal to or above 5p for a period of
20 consecutive business days prior to the date of exercise;
· for the Tranche 2 Additional New Options, the closing mid-market
price of an Ordinary Share must have been equal to or above 6.375p, being a
50% premium to the Exercise Price, for a period of 20 consecutive business
days prior to the date of exercise; and
· for the Tranche 3 Additional New Options, the closing mid-market
price of an Ordinary Share must have been equal to or above 8.50p, being a
100% premium to the Exercise Price, for a period of 20 consecutive business
days prior to the date of exercise.
Director grants
A total of 2,330,000 Options have been awarded to directors of the Company, as
follows:
Director No. of existing options surrendered No. of Conditional New Options granted No. of Additional New Options granted Total New Options granted Total no. of options over Ordinary Shares now held
Adrian Kinkaid 300,000 300,000 600,000 900,000 900,000
Richard Buick 280,000 280,000 400,000 680,000 680,000
Simon Douglas - - 250,000 250,000 250,000
Colin Walsh - - 250,000 250,000 250,000
Matthew Baker - - 250,000 250,000 250,000
Following the grant of the Options and surrender of the existing options, the
Company has options outstanding over a total of 3,799,450 Ordinary Shares,
representing approximately 6.23% of the Company's share capital as enlarged by
the issue of the Director Shares.
Issue of the Director Shares
As disclosed in the Company's annual report and accounts for the year ended 31
March 2023 (as announced on 29 September 2023), as part of the cost savings
implemented following the Company's fundraise in May 2023, certain of the
Company's executive directors (being Adrian Kinkaid, CEO and Richard Buick,
CSO) agreed to certain changes in their remuneration structure (which included
taking shares in lieu of cash remuneration) and, as a result, 20% of their
salaries for the eight months commencing 1 July 2023 were deferred. In
addition, the Company's non-executive directors agreed to forgo all
remuneration that they were entitled to with effect from 1 May 2023.
The Company has resolved to issue and allot new Ordinary Shares to certain of
the executive directors at a deemed issue price equal to the Issue Price
representing 50% of the amounts of their deferred salary, with the balance
(totalling £20,224) to be paid in cash conditional on completion of the
Placing, as separately announced earlier today by the Company. In addition,
due to their ongoing commitments to the Company, the remuneration committee
has agreed to align the non-executive directors with these executive directors
and pay them their forgone fees in part in new Ordinary Shares at a deemed
issue price equal to the Issue Price, with the remainder of their foregone
fees (totalling £31,250) being paid in cash conditional on completion of the
Placing.
As a result of the above arrangements, in aggregate, 1,536,850 Director Shares
have been issued and allotted to certain of the directors at a deemed issue
price equal to the Issue Price and pursuant to the authorities previously
granted at the Company's annual general meeting held on 27 October 2023, as
follows:
Director Amount of salary/fees received in Director Shares No. of Director Shares Total holding of Ordinary Shares post issue Percentage of enlarged share capital(1)
Adrian Kinkaid £12,017 300,425 546,272 0.90%
Richard Buick £8,207 205,175 905,175 1.48%
Simon Douglas £12,500 312,500 668,865(2) 1.10%
Colin Walsh £22,500 562,500 2,562,500(3) 2.69%
Matthew Baker £6,250 156,250 156,250 0.26%
(1) Based on the enlarged share capital of the Company following the issue of
the Director Shares but prior to the issue of the Placing Shares, as defined
in the Company's separate announcement made earlier today.
(2) Excludes Ordinary Shares held by relatives of Simon Douglas.
(3)Includes 600,000 Ordinary Shares held by Walsh Strategic Management
Limited, a company controlled by Colin Walsh and 1,400,000 Ordinary Shares
held by Hamniv (GP) Limited, a subsidiary of Crescent Capital NI Limited
("Crescent Capital"). Colin Walsh is the Chief Executive and founder of
Crescent Capital.
Admission to trading on AIM
Application has been made to the London Stock Exchange plc for the Director
Shares to be admitted to trading on AIM ("Admission"). It is anticipated that
Admission will become effective and that dealings in the Director Shares will
commence on AIM at 8.00 a.m. on or around 19 February 2024.
Total voting rights
On Admission, the Company will have 60,990,564 Ordinary Shares in issue, each
with one voting right. There are no shares held in treasury. Therefore, the
Company's total number of Ordinary Shares in issue and voting rights will be
60,990,564 and this figure may be used by Shareholders from Admission 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
Company under the FCA's Disclosure Guidance and Transparency Rules.
Enquiries:
Fusion Antibodies plc www.fusionantibodies.com
Adrian Kinkaid, Chief Executive Officer Via Walbrook PR
Stephen Smyth, Chief Financial Officer
Allenby Capital Limited Tel: +44 (0)20 3328 5656
James Reeve/Vivek Bhardwaj (Corporate Finance)
Tony Quirke/Joscelin Pinnington (Sales and Corporate Broking)
Shard Capital Partners LLP
Damon Heath (Joint Broker) Tel: +44 (0)207 186 9952
Walbrook PR Tel: +44 (0)20 7933 8780 or fusion@walbrookpr.com
Anna Dunphy Mob: +44 (0)7876 741 001
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) Name 1. Adrian Kinkaid
2. Richard Buick
3. Simon Douglas
4. Colin Walsh
5. Matthew Baker
2 Reason for the notification
a) Position/status 1. Chief Executive Officer
2. Chief Scientific Officer
3. Non-Executive Chair
4. Non-Executive Director
5. Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Fusion Antibodies plc
b) LEI 213800KBAYRC9VOQ9V39
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 4p each ("Ordinary Shares") in Fusion Antibodies plc
Identification code
Identification code (ISIN) for Fusion Antibodies plc ordinary shares:
GB00BDQZGK16
b) Nature of the transaction Issue of Ordinary Shares in lieu of salary
c) Price(s) and volume(s) Price(s) Volume(s)
1. 4p 300,425
2. 4p 205,175
3. 4p 312,500
4. 4p 562,500
5. 4p 156,250
d) Aggregated information: N/A
- Aggregated volume
- Price
e) Date of the transaction 14 February 2024
f) Place of the transaction Outside of a trading venue
d)
Aggregated information:
- Aggregated volume
- Price
N/A
e)
Date of the transaction
14 February 2024
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Adrian Kinkaid
2. Richard Buick
3. Simon Douglas
4. Colin Walsh
5. Matthew Baker
2 Reason for the notification
a) Position/status 1. Chief Executive Officer
2. Chief Scientific Officer
3. Non-Executive Chair
4. Non-Executive Director
5. Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Fusion Antibodies plc
b) LEI 213800KBAYRC9VOQ9V39
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 4p each ("Ordinary Shares") in Fusion Antibodies plc
Identification code
Identification code (ISIN) for Fusion Antibodies plc ordinary shares:
GB00BDQZGK16
b) Nature of the transaction Grant of options over Ordinary Shares
c) Price(s) and volume(s) Exercise Price(s) Volume(s)
1. 4.25p 900,000
2. 4.25p 680,000
3. 4.25p 250,000
4. 4.25p 250,000
5. 4.25p 250,000
d) Aggregated information: N/A
- Aggregated volume
- Price
e) Date of the transaction 14 February 2024
f) Place of the transaction Outside of a trading venue
d)
Aggregated information:
- Aggregated volume
- Price
N/A
e)
Date of the transaction
14 February 2024
f)
Place of the transaction
Outside of a trading venue
About Fusion Antibodies plc
Fusion is a Belfast based contract research organisation ("CRO") providing a
range of antibody engineering services for the development of antibodies for
both therapeutic drug and diagnostic applications.
The Company's ordinary shares were admitted to trading on AIM on 18 December
2017. Fusion provides a broad range of services in antibody generation,
development, production, characterisation and optimisation. These services
include antigen expression, antibody production, purification and sequencing,
antibody humanisation using Fusion's proprietary CDRx (TM) platform and the
production of antibody generating stable cell lines to provide material for
use in clinical trials. Since 2012, the Company has successfully sequenced
and expressed over 250 antibodies and successfully completed over 200
humanisation projects and has an international, blue-chip client base, which
has included eight of the top 10 global pharmaceutical companies by revenue.
The Company was established in 2001 as a spin out from Queen's University
Belfast. The Company's mission is to enable pharmaceutical and diagnostic
companies to develop innovative products in a timely and cost-effective manner
for the benefit of the global healthcare industry. Fusion provides a broad
range of services in antibody generation, development, production,
characterisation and optimisation.
Fusion's growth strategy is based on combining the latest technological
advances with cutting edge science to deliver new platforms that will enable
Pharma and Biotech companies get to the clinic faster, with the optimal drug
candidate and ultimately speed up the drug development process.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END DSHBIGDDUUBDGSX