REG - Mindflair PLC - Proposed Share Option Scheme

MindflairAnnouncement

22/01/2025 07:00

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RNS Number : 1952U  Mindflair PLC  22 January 2025

 

22 January 2025

 

Mindflair plc

 

("Mindflair" or the "Company")

 

Proposed Share Option Scheme

 

Mindflair plc (AIM: MFAI), the company investing in next generation technology
focused on AI, announces the proposed adoption of a new Share Option Scheme
(the "Scheme") and the issue of options.

 

Rationale for the Scheme

The adoption of the Scheme underscores the Company's commitment to the
aligning of the interests of its management team to those of its
shareholders  and to compensate the management team for the waiving and
reduction of cash remuneration over the last 12 months in order to conserve
the cash resources of the Company over a difficult period in financial
markets.   Furthermore, whilst not being a requirement, the Company has
specifically made the Scheme subject to shareholder approval which is
consistent with the Company's ethos of working closely with and in the
interest of its shareholders.

 

The Scheme

The Company has conditionally granted 41,500,000 options, in aggregate, with
an exercise price equal to nominal value of the Company's ordinary shares,
over new ordinary shares in the Company ("Ordinary Shares"), which would
represent 7.8% of the Company's current issued share capital, subject to the
Scheme being approved by shareholders at the Company's next general meeting.
The recipients and details of the Scheme are set out below:

 

 Name           Date of issue  Position                Options     Exercise Price  Maturity
 Nicholas Lee   22/01/2025     Director                28,000,000  0.25p           22 January 2035
 David Palumbo  22/01/2025     Non-Executive Director  8,500,000   0.25p           22 January 2035
 Robert Porter  22/01/2025     Employee                5,000,000   0.25p           22 January 2035

 

 

Nicholas Lee, a Director of the Company, has been conditionally granted
28,000,000 options over new Ordinary Shares. These options vest as follows:

·    9,333,333 options vest following shareholder approval ("First
Tranche");

·   9,333,333 options vest upon the Company's share price increasing to
2.5 pence per Ordinary Share, measured over a consecutive 5-day period (a
circa 130% increase from the current share price); and

·    the remaining options vest upon the Company's share price increasing
to 34.0 pence per Ordinary Share, measured over a consecutive 5-day period (a
circa 260% increase from the current share price).

 

David Palumbo, Non-Executive Director, and Robert Porter, an employee of the
Company, have been conditionally granted 8,500,000 and 5,000,000 options,
respectively. These options vest in three equal tranches subject to time-based
milestones:

·    one third of the options granted shall vest following shareholder
approval ("First Tranche");

·    one third of the options granted shall vest on 22 January 2026; and

·    one third of the options granted shall vest on 22 January 2027.

 

The current grant of options under the Scheme amounts to 7.8% of the Company's
current issued share capital, although the Scheme will permit the issuance of
up to 15 % of the Company's issued share capital under option in the future,
as enlarged from time to time, if required.

 

A further announcement in relation to a circular being posted to convene a
general meeting will be made in due course.

 

Nicholas Lee, Director, said:

 

"The Scheme is an effective way of both compensating the directors and
employees for the significant reduction in cash compensation in order to
conserve cash for the Company whilst, at the same time, aligning their
compensation with shareholders' interests such that a significant element of
the return from this arrangement only crystallises once the Company's share
price has increased substantially from current levels."

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement. The person who arranged for the release of
this information is Nicholas Lee, a director of the Company.

 

Enquiries:

 

 Mindflair plc

 Nicholas Lee, Director         Tel: +44 (0) 20 3368 8961
 Nominated Adviser

 Cairn Financial Advisers LLP   Tel: +44 (0) 20 7213 0880

 Liam Murray

 Ludovico Lazzaretti

 Joint broker                   Tel: +44 (0) 20 7469 0935

 Peterhouse Capital Limited     Tel: +44 (0) 20 7469 0936

 Duncan Vasey/Lucy Williams

 

 Joint broker                 Tel: +44 (0) 20 7601 6100

 Shard Capital Partners LLP

 Damon Heath

 

Notes to Editors

 

About Mindflair plc

 

Mindflair plc (AIM: MFAI) is an investment company providing investors with
access to a portfolio of next generation technology businesses focused on AI
with significant growth potential.

 

The Company is building an investment portfolio of high-tech businesses across
areas such as Artificial Intelligence, Internet of Things, Cyber Security,
Machine Learning, Immersive Technologies and Big Data, which the Board
believes demonstrate evidence of traction and the potential for exponential
growth, due to increasing global demand for development in these sectors.

For further information, visit is http://www.mindflair.tech/
(http://www.mindflair.tech/) .

 

Caution regarding forward looking statements

 

Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.

 

 

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