REG - GENinCode PLC - Grant of Options & Surrender of Existing Options
26/04/2024 14:30
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RNS Number : 2623M GENinCode PLC 26 April 2024
26 April 2024
GENinCode Plc
("GENinCode" or the "Company")
Grant of Share Options, Surrender of Existing Options & PDMR Dealings
GENinCode Plc (AIM: GENI), the polygenics company focused on the prevention of
cardiovascular disease and ovarian cancer, announces that on 14 April 2024 the
Company approved the grant of options over an aggregate of 19,380,630 new
ordinary shares of 1 pence each in the Company ('Ordinary Shares') under the
2021 Share Option Plan ('2021 Share Option Plan') to certain directors and
employees of the Company (the "New Options"), representing 10.95 per cent.
of the Company's existing issued share capital.
Background to the New Options grants
The Company adopted the 2021 Share Option Plan to enable it to retain and
incentivise staff and to reward them for the achievement of its longer-term
objectives. The New Options replace 6,984,500 current options held by
existing option holders and also includes those who have more recently joined
the Group.
Terms of the New Options
8,642,500 of the New Options have an exercise price of 5 pence per share and
are exercisable on the second anniversary of the date of grant and 10,738,130
of the New Options have an exercise price of 10 pence per share and are
exercisable on the second anniversary of the date of grant. There are no other
vesting criteria for the New Options and all New Options have a 10-year term.
Surrender of existing options
In April 2021, the Company granted options to acquire shares in the capital of
the Company to certain employees and directors of the Company pursuant to the
scheme. These Options were granted prior to IPO with an exercise price of
15.83p per share but also were subject to an exercise condition that the share
price reached 88.00p per share.
The Company announces that on 8 April 2024 the Options previously granted in
2021 were surrendered for no consideration (the "Option Surrender"), details
for which are outlined below. The board believe it is appropriate to issue new
share options in replacement of the existing ones to reflect the Company's
current share price and to properly incentivise its employees, including its
management.
Details of resultant holdings
Following the New Options grant and the Option Surrender, details of Options
held by Directors, PDMRs and other employees of the Company, are as follows:
Director's name Position Number of options surrendered Number of New Options granted at 5 pence Number of New Options granted at 10 pence Aggregate number of options post grant Current total beneficial holding of Ordinary Shares Current holding as a % of Issued share capital
Matthew Walls CEO 1,255,000 1,255,000 1,568,750 2,823,750 11,762,500 6.65%
Paul Foulger CFO 1,144,000 1,144,000 1,430,000 2,574,000 868,182 0.49%
Jordi Puig COO 755,000 755,000 943,750 1,698,750 14,602,500 8.25%
William Rhodes Non-Executive Chair 286,000 286,000 357,500 643,500 - 0.00%
Huon Gray Non-Executive Director 200,000 200,000 250,000 450,000 500,000 0.28%
Felix Frueh Non-Executive Director 200,000 200,000 250,000 450,000 100,000 0.06%
Other Employees 3,144,500 4,802,500 5,938,130 10,940,630 N/A N/A
Total: 6,984,500 8,642,500 10,738,130 19,580,630 27,833,182 15.73%
Directors and employees of the Group surrendered Options over an aggregate of
6,984,500 Ordinary Shares previously granted prior to the IPO. The grant of
3,840,000 New Options exercisable at 5 pence to Matthew Walls, Paul Foulger,
Jordi Puig, William Rhodes, Huon Gray and Felix Frueh are intended to replace
their surrendered Options.
Following the grant of the New Options and the Options Surrender, there are
Options over a total of 19,580,630 Ordinary Shares in the Company as at the
date of this announcement, representing approximately 11.06% of the Company's
existing issued share capital.
For more information visit www.genincode.com (http://www.genincode.com)
Enquiries:
GENinCode Plc www.genincode.com (http://www.genincode.com) or via Walbrook PR
Matthew Walls, CEO
Paul Foulger, CFO
Cavendish Capital Markets Limited Tel: +44 (0)20 7397 8900
Giles Balleny /Dan Hodkinson (Corporate Finance)
Nigel Birks (Corporate Broking)
Dale Bellis / Michael Johnson (Sales)
Walbrook PR Limited Tel: 020 7933 8780 or genincode@walbrookpr.com
Anna Dunphy / Paul McManus / Louis Ashe-Jepson
About GENinCode:
GENinCode Plc is a UK based company specialising in genetic risk assessment of
cardiovascular disease. Cardiovascular disease is the leading cause of death
and disability worldwide.
GENinCode operates business units in the UK, Europe through GENinCode S.L.U,
and in the United States through GENinCode U.S. Inc.
GENinCode predictive technology provides patients and physicians with globally
leading preventative care and treatment strategies. GENinCode CE marked
invitro-diagnostic molecular tests combine clinical algorithms and
bioinformatics to provide advanced patient risk assessment to predict
cardiovascular disease.
The notification set out below is provided in accordance with the requirements
of MAR.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name 1. Matthew Walls
2. Paul Foulger
3. Jordi Puig
4. William Rhodes
5. Huon Gray
6. Felix Frueh
2 Reason for notification
a. Position/Status 1. Chief Executive Officer
2. Chief Financial Officer
3. Chief Operating Officer
4. Non-Executive Chair
5. Non-Executive Director
6. Non-Executive Director
b. Initial notification/ Initial Notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GENinCode Plc
b. LEI 213800UX6TE7K65O2892
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 Options over Ordinary Shares of 1p each
Identification Code
N/A
b. Nature of the transaction Grant of options under the 2021 Share Option Plan with time vesting conditions
attached
c. Price(s) and volume(s) Exercise Price(s) Volume(s)
1. 5 pence 1,255,000
2. 5 pence 1,144,000
3. 5 pence 755,000
4. 5 pence 286,000
5. 5 pence 200,000
6. 5 pence 200,000
d. Aggregated information
- Aggregated Volume See above
- Price
e. Date of the transaction 14 April 2024
f. Place of the transaction Outside a trading venue
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name 1. Matthew Walls
2. Paul Foulger
3. Jordi Puig
4. William Rhodes
5. Huon Gray
6. Felix Frueh
2 Reason for notification
a. Position/Status 1. Chief Executive Officer
2. Chief Financial Officer
3. Chief Operating Officer
4. Non-Executive Chair
5. Non-Executive Director
6. Non-Executive Director
b. Initial notification/ Initial Notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GENinCode Plc
b. LEI 213800UX6TE7K65O2892
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 Options over Ordinary Shares of 1p each
Identification Code
N/A
b. Nature of the transaction Grant of options under the 2021 Share Option Plan with time vesting conditions
attached
c. Price(s) and volume(s) Exercise Price(s) Volume(s)
1. 10 pence 1,568,750
2. 10 pence 1,430,000
3. 10 pence 943,750
4. 10 pence 357,500
5. 10 pence 250,000
6. 10 pence 250,000
d. Aggregated information
- Aggregated Volume See above
- Price
e. Date of the transaction 14 April 2024
f. Place of the transaction Outside a trading venue
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