REG - Nanosynth Group PLC - CEO remuneration and Issue of Options and Bonuses

NanosynthAnnouncement

10/02/2022 07:30

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RNS Number : 2247B  Nanosynth Group PLC  10 February 2022

 

nanosynth group plc

("nanosynth" the "Company" or the "Group")

 

CEO remuneration changes and Issue of Options and Bonuses

 

The Board of nanosynth is pleased to announce the following:

 

Amendment to Mark Duffin's Existing Options

As announced on 1 September 2021, Mr. Mark Duffin, CEO of the Company, was
granted share options over 5% of the Company's share capital at the time as
part of his remuneration package, in accordance with the Company's EMI Share
Scheme approved by shareholders at the Company's Annual General Meeting in
August 2021 ("Existing Options").

 

The Existing Options were exercisable in various tranches at prices varying
from 1.00p to 4.00p and were subject to various additional conditions
including the requirement for the Company's 20 day volume weighted average
share price to exceed the exercise price within certain timeframes.

 

In recognition and as consideration for the significant additional hours Mr
Duffin is working, and also to further incentivise him to continue to work
towards raising value for the shareholders, the Remuneration Committee has i)
amended the exercise price per Existing Option to 1 pence per share in
relation to all the option shares and ii) removed all Performance Conditions.

 

The Existing Options will all now vest immediately and are exercisable up
until the 7th anniversary of 1(st) September 2021, being the date they were
granted, as long as Mark Duffin remains with the Company.

 

 

Acquisition bonuses for CEO and COO

As part of its growth strategy, the Company intends to grow by acquisition. To
incentivise the CEO and COO to complete a significant acquisition, Mr Duffin
and Mr McNamara will receive the following, conditional on an acquisition that
increases the market capitalisation of the Company by at least £10 million
(discounting any new shares issued as a consequence of the acquisition or any
fund raise) ("Significant Acquisition"), being successfully completed:

 

1.   Mr Duffin has been granted the option to acquire an additional
37,981,439 ordinary shares of the Company, exercisable at 1 pence each, which
will vest from the date of successful completion of a Significant Acquisition
and shall be exercised within 7 years ("New CEO Options").

 

2.   Mr Duffin will receive a cash bonus in the sum of £270,000, payable
upon successful completion of a Significant Acquisition.

 

3.   Mr McNamara has been granted the option to acquire 56,972,159 ordinary
shares of the Company,  exercisable at 1 pence each, which will vest from the
date of successful completion of a Significant Acquisition and shall be
exercised within 7 years ("COO Options").

 

4.   Mr McNamara will receive a cash bonus of £180,000, payable upon
successful completion of a Significant Acquisition.

 

The New CEO Options and COO Options will be issued in accordance with the
Company's EMI Share Scheme approved by shareholders at the Company's Annual
General Meeting in August 2021.

 

Related Party Transactions

 

Mr. Duffin, as a director of the Company, is considered to be a "related
party" as defined under the AIM Rules and accordingly, the amendment to the
terms of the Existing Options and the proposed cash bonus to Mr. Duffin are
deemed to be related party transactions pursuant to Rule 13 of the AIM Rules.

 

Richard Clarke, Dr Felicity Sartain and Dr Gareth Cave, being the Directors
independent of the transaction, consider, having consulted with SP Angel
Corporate Finance LLP, the Company's Nominated Adviser, that the amendment to
the terms of the Existing Options, and the proposed cash bonus to Mr.
Duffin, are fair and reasonable insofar as the Company's shareholders are
concerned.

 

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ('MAR') which has been incorporated into UK law by
the European Union (Withdrawal) Act 2018.  Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside is now
considered to be in the public domain.

 

 nanosynth group plc                                                    via IFC Advisory

 Mark Duffin (Chief Executive Officer)

 SP Angel Corporate Finance LLP                                         +44 20 3470 0470

 Nominated Adviser and Joint Broker

 Stuart Gledhill

 Caroline Rowe

 IFC Advisory Ltd                                                       +44 20 3934 6630

 Graham Herring

 Zach Cohen

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         1.    Mark Duffin

                                                                     2.    Jeremy McNamara
 2.    Reason for the notification
 a)    Position/status:                                              1.    CEO

                                                                     2.    COO
 b)    Initial notification/Amendment:                               Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name:                                                         Nanosynth group plc
 b)    LEI:                                                          213800VR2P5DDQHYZO48
 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 0.01 pence each

       Identification code:                                           GB00BFX0ZN92
 b)    Nature of the transaction:                                    Grant of options
 c)    Price(s) and volume(s):                                       1.

Price(p)  Volume(s)
                                                                     1pence   37,981,439

2.

Price(p)  Volume(s)
                                                                     1pence   56,972,159
 d)    Aggregated information:                                       Price(p)  Volume(s)

                                                             1pence   94,953,598
       Aggregated volume:

       Price:
 e)    Date of the transaction:                                      10 February 2022

 f)    Place of the transaction:                                     Outside a trading venue

2.

 Price(p)  Volume(s)
 1 pence   56,972,159

d)

Aggregated information:

Aggregated volume:

Price:

 Price(p)  Volume(s)
 1 pence   94,953,598

e)

Date of the transaction:

10 February 2022

 

f)

Place of the transaction:

Outside a trading venue

 

 

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