REG - Oncimmune Hldngs PLC - New Incentivisation Scheme for Senior Management

Oncimmune HoldingsAnnouncement

11/09/2020 12:15

RNS Number : 7821Y
  
Oncimmune Holdings PLC
  
11 September 2020
  
 

Oncimmune Holdings plc
("Oncimmune" or the "Company")
 
New Incentivisation Scheme for Senior Management, PDMR Notification and Significant Shareholder Notification
 
Oncimmune Holdings plc (AIM: ONC.L), the leading global immunodiagnostics group, today announces that it has put in place a new incentivisation scheme for its senior management (the "New Scheme") and that, pursuant to the New Scheme, options ("Options") to subscribe for an aggregate of up to 4,510,509 ordinary shares of £0.01 each in the Company ("Ordinary Shares") were granted on 10 September 2020 to each of Meinhard Schmidt, Chairman, Adam Hill, Chief Executive Officer, Matthew Hall, Chief Financial Officer and Ron Kirschner, General Counsel and Company Secretary (the "Senior Management"). 
 
The Options granted pursuant to the New Scheme each have an exercise price of £0.01 and will vest based on the Company's share price during the course of the next three years, between £2.00 and £3.50 ("Target Share Price") (as set out below), which aligns directly with shareholder value.  The minimum number of Options to vest pursuant to the New Scheme is over 1,125,315 Ordinary Shares and the maximum number of Options to vest is over 4,510,509 Ordinary Shares. Once vested, Options (or resulting shares) must be held for a further two years, subject to certain exceptions and acceleration events.  The Target Share Prices, allocations and vesting for the Senior Management are as follows: 
 







Target Share Price*








£2.00


£2.50


£2.75


£3.00


£3.50








Vesting








25%


50%


62.50%


75%


100%




Name


Total Number of Options Vested




Adam Hill


741,187


1,482,374


1,852,968


2,223,562


2,964,749




Meinhard Schmidt


164,083


328,167


410,209


492,251


656,335




Matthew Hall


148,237


296,475


370,593


444,712


592,950




Ron Kirschner


71,808**


148,237


185,296


222,356


296,475




Total


1,125,315


2,255,253


2,819,066


3,382,881


4,510,509




Percentage of issued share capital***


1.7%


3.4%


4.3%


5.1%


6.6%



 
* Based upon the maximum average share price of Ordinary Shares for any 20 prior consecutive business days throughout the period to the vesting date, being the later of (a) the  third anniversary of the date of grant and (b) the date falling 20 business days after the announcement of the Company's results for the financial year ended 31 May 2023.  Prorated on a straight-line basis between the thresholds shown.
 
** Amount accounting for some options being taxed under an Enterprise Management Incentive scheme. 
 
*** Based on current issued share capital assuming all options under the New Scheme at each Target Share Price are vested and exercised.
 
A further performance condition applies such that the Directors may reduce the vesting in the event that they determine that the Company's overall performance (including financial performance and shareholder experience) does not warrant the level of vesting.
 
The New Scheme is designed to incentivise Senior Management to continue the execution of the Company's strategy over the next three years.  The final measurement date will be at the end of the scheme, being after three years from grant or 20 business days following the publication of the Company's results for the financial year ending 31 May 2023 (whichever is later), or may be measured at any accelerating event.  No member of the Senior Management will be entitled to receive any further Options as part of the Company's employee incentivisation scheme until the end of FY2023/24.
 
The Options have been granted under the rules of the Company's 2016 Share Option Plan (the "Rules"), though subject to additional terms which include the ability for the Company to clawback the Options (or any shares resulting from exercise) in the event that malus by the relevant option holder is discovered within three years of the Option having vested.  In accordance with the Rules, the Senior Management team will be responsible for all taxes arising from the vesting and exercise of the Options, including any National Insurance Contributions due to be paid by the Company (and such liabilities for employers' NICs have been reflected in the numbers of options granted to individuals to the extent they have this obligation).
 
As a result of the Options granted pursuant to the New Scheme, Senior Management's interests in the Company are as follows:
 







No. of Ordinary Shares


No. of Options


No. of warrants


Total




Adam Hill


40,913


3,490,862


-


3,531,775




Meinhard Schmidt


31,000


1,076,705


226,250


1,333,955




Matthew Hall


11,935


888,436


-


900,341




Ron Kirschner


1,652


526,738


-


528,390



 
Annalisa Jenkins, Chair of the Company's Remuneration Committee, commented: "Back in 2018 Oncimmune brought on board a new, world class, senior management team to take the company into its new phase.  The team is successfully executing on the strategic plan to great effect, and as such, this award more closely aligns their interests with those of shareholders."
 
In connection with the Options granted pursuant to the New Scheme the Company has received the Notification of Major Holdings in shares from Adam Hill as set out below.  In addition, this announcement, including the notification below, is made in accordance with the requirements of the EU Market Abuse Regulation, serves as 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)   Adam Hill
2)   Meinhard Schmidt
3)   Matthew Hall
4)   Ron Kirschner




2
 


Reason for the notification
 




a)
 


Position/status
 
 


1)   Chief Executive Officer
2)   Chairman
3)   Chief Financial Officer
4)   General Counsel and Company Secretary




b)
 


Initial notification /Amendment
 
 


Initial notification




3
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 




a)
 


Name
 
 


Oncimmune Holdings plc




b)
 


LEI
 
 


213800HCYIWT6YPI1I02 




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 each
 














Identification code


ISIN: GB00BYQ94H38














b)
 


Nature of the transaction
 
 


Grant of options




c)
 


Price(s) and volume(s)




























Price(s)


Volume(s)
















1) £0.01


2,964,749
















2) £0.01


656,335
















3) £0.01 


592,950
















4) £0.01


296,475






























d)
 


Aggregated information


















- Aggregated volume


As above       














- Price


















e)
 


Date of the transaction
 
 


10 September 2020




f)
 


Place of the transaction
 
 


Outside a trading venue



 
TR-1: Standard form for notification of major holdings
 



NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i










1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: 


Oncimmune Holdings PLC




1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)




Non-UK issuer








2. Reason for the notification (please mark the appropriate box or boxes with an "X")




An acquisition or disposal of voting rights








An acquisition or disposal of financial instruments


X




An event changing the breakdown of voting rights








Other (please specify)iii:








3. Details of person subject to the notification obligationiv




Name


Adam Hill




City and country of registered office (if applicable)








4. Full name of shareholder(s) (if different from 3.)v




Name








City and country of registered office (if applicable)








5. Date on which the threshold was crossed or reachedvi:


10/09/2020




6. Date on which issuer notified (DD/MM/YYYY):


10/09/2020




7. Total positions of person(s) subject to the notification obligation








% of voting rights attached to shares (total of 8. A)


% of voting rights through financial instruments

(total of 8.B 1 + 8.B 2)


Total of both in % (8.A + 8.B)


Total number of voting rights of issuervii




Resulting situation on the date on which threshold was crossed or reached


0.06%


5.49%


5.55%


63,539,475




Position of previous notification (if 
applicable)


Under 3%






Under 3%
















 



8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii




A: Voting rights attached to shares




Class/type of

shares
ISIN code (if possible)


Number of voting rightsix


% of voting rights




Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)


Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)


Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)


Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)




GB00BYQ94H38


40,913






0.06%




















































SUBTOTAL 8. A


40,913


0.06%




 
 




B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))




Type of financial instrument


Expiration

datex


Exercise/

Conversion Periodxi


Number of voting rights that may be acquired if the instrument is 
exercised/converted.


% of voting rights




Options


21 April 2028






396,825


0.62




Options


4 June 2030






129,288


0.20




Options


8 September 2030






2,964,749


4.67












SUBTOTAL 8. B 1


3,490,862


5.49




 
 




B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))




Type of financial instrument


Expiration

datex


Exercise/

Conversion Period xi


Physical or cash 
settlementxii


Number of voting rights 


% of voting rights






























































































SUBTOTAL 8.B.2












 
 
 















 



9. Information in relation to the person subject to the notification obligation (please mark the 
applicable box with an "X")




Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii


X




Full chain of controlled undertakings through which the voting rights and/or the

financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)








Namexv


% of voting rights if it equals or is higher than the notifiable threshold


% of voting rights through financial instruments if it equals or is higher than the notifiable threshold


Total of both if it equals or is higher than the notifiable threshold




































































































10. In case of proxy voting, please identify:




Name of the proxy holder








The number and % of voting rights held








The date until which the voting rights will be held














11. Additional informationxvi
















 



Place of completion


London, United Kingdom
 




Date of completion


10 September 2020
 



 
 
For further information:
 
Oncimmune Holdings plc
Adam Hill, Chief Executive Officer
Matthew Hall, Chief Financial Officer
contact@oncimmune.co.uk
 
Zeus Capital Limited (Nominated Adviser and Joint Broker)
Andrew Jones, Daniel Harris, Victoria Ayton
+44 (0)20 3829 5000
 
N+1 Singer (Joint Broker)
Aubrey Powell, Harry Gooden, Iqra Amin, James Fischer
+44 (0)20 7496 3000
 
WG Partners (Joint Broker)
David Wilson, Chris Lee
+44 (0)203 705 9321
 
Media enquiries:
FTI Consulting
Ben Atwell, Michael Trace, Alex Davis
Oncimmune@fticonsulting.com
+44 (0)20 3727 1000
 
About Oncimmune
 
Our intimate understanding of the human immune system enables us to harness its sophisticated response to disease to detect cancer earlier and to support the development of better therapies. 
 
The key to improving cancer survival is early detection and better selection for therapy. As a company, we are driven by our passion to improve cancer survival and give people extra time. Oncimmune's immunodiagnostic test, EarlyCDT, can detect and help identify cancer on average four years earlier than standard clinical diagnosis. 
 
The unique combination of our core technology and understanding of the immune system, powers our ImmunoINSIGHTS service; a proprietary platform that enables life science organisations to optimise drug development and delivery, leading to more effective, targeted as well as safer treatments for patients.
 
Oncimmune was founded in 2002 and launched its platform diagnostic technology in 2009, followed by the launch of its first commercial tests, EarlyCDT Lung and EarlyCDT Liver. To date, over 200,000 tests have been performed for patients worldwide. EarlyCDT Lung was also used in what is believed to be the largest randomised controlled trial for the early detection of lung cancer using biomarkers, the successful National Health Service (NHS) Early detection of Cancer of the Lung ("ECLS") trial of 12,209 high-risk smokers in Scotland. This trial demonstrated that EarlyCDT Lung reduced the incidence of patients with late-stage lung cancer or unclassified presentation at diagnosis, compared to standard clinical practice.
 
Oncimmune, headquartered at its laboratory facility in Nottingham, UK, has a discovery research centre in Dortmund, Germany and a partner representative office in Shanghai, China. Oncimmune joined the Alternative Investment Market (AIM) of the London Stock Exchange in May 2016 under the ticker ONC.L.
 
For more information, visit www.oncimmune.com
 

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