REG - Mindflair PLC - Result of GM, Issue of Options

MindflairAnnouncement

20/02/2025 14:45

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RNS Number : 9161X  Mindflair PLC  20 February 2025

20 February 2025

Mindflair plc

 

("Mindflair" or the "Company")

 

Result of GM

Issue of Options

Mindflair plc (AIM: MFAI), the company investing in next generation technology
focused on AI, announces that at the General Meeting of the Company held
earlier today, all resolutions were duly passed.

As part of the resolutions put to shareholders, the Company sought shareholder
approval for a new Share Option Scheme which was announced on 22 January 2025
and the issue of options under that scheme, which was duly passed. Following
shareholder approval, the Company has 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 represent 7.8% of the Company's current issued share capital.  The
recipients and details of the Scheme are set out below:

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

 

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

·    9,333,333 options have vested following shareholder approval;

·    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; and

·    the remaining options vest upon the Company's share price increasing
to 4.0 pence per Ordinary Share, measured over a consecutive 5-day period.

 

David Palumbo, Non-Executive Director, and Robert Porter, an employee of the
Company, have been 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 have vested 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.

 

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the announcement on 22 January 2025.

 

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                 Tel: +44 (0) 20 7213 0880

 Cairn Financial Advisers LLP

 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
focused on Artificial Intelligence, across such areas as 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: http://www.mindflair.tech/.

 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                                                         Nicholas Lee
 2   Reason for notification
 a.  Position/Status                                              Director
 b.  Initial notification/                                        Initial Notification

     Amendment
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         Mindflair PLC
 b.  LEI                                                          213800HIDICWXHGZBC82
 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 new ordinary shares of 0.25p each

Identification Code

                                                                  ISIN: GB00BD07SH45
 b.  Nature of the transaction                                    Issue of options pursuant to the Scheme

 c.  Price(s) and volume(s)
                                                                               Price(s) per share  Volume(s)
     0.25p                                                                     28,000,000

 d.  Aggregated information

     -     Volume

     -     Price
 e.  Date of the transaction                                      20 February 2025
 f.  Place of the transaction                                     London

 

 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                                                         David Palumbo
 2   Reason for notification
 a.  Position/Status                                              Director
 b.  Initial notification/                                        Initial Notification

     Amendment
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         Mindflair PLC
 b.  LEI                                                          213800HIDICWXHGZBC82
 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 new ordinary shares of 0.25p each

Identification Code

                                                                  ISIN: GB00BD07SH45
 b.  Nature of the transaction                                    Issue of options pursuant to the Scheme

 c.  Price(s) and volume(s)
                                                                               Price(s) per share  Volume(s)
     0.25p                                                                     8,500,000

 d.  Aggregated information

     -     Volume

     -     Price
 e.  Date of the transaction                                      20 February 2025
 f.  Place of the transaction                                     London

 

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