REG - OptiBiotix Health - Issue of options

OptiBiotix HealthAnnouncement

07/01/2022 07:00

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RNS Number : 6987X  OptiBiotix Health PLC  07 January 2022

    OptiBiotix Health plc

("OptiBiotix" or "the Company")

 

Issue of options

 

OptiBiotix Health plc (AIM: OPTI) (the "Company"), a life sciences business
developing compounds to tackle obesity, high cholesterol, diabetes and
skincare, announces that its Remuneration Committee has approved the
cancelling of existing share options and award of nominal value options, which
are exercisable at 2 pence per share (being the nominal value of the Company's
shares) ("Nominal Value Options"), over a reduced number of shares to certain
employees and non-executive directors of the Company. Existing performance
criteria including revenue, profitability, and the commercial launch targets
for SweetBiotix and Microbiome modulators remain.

 

These proposed changes will result in a reduction of options over 400,000 new
ordinary shares. In addition, the Company will issue an additional 50,000
Nominal Value Options each to Christopher Brinsmead and Stephen Hammond,
Non-Executive Directors of the Company.

 

The Company identified that the retention and attraction of key personnel
staff as a principal risk factor for the Company in its 2020 annual report and
in its 2021 Half-Yearly Report as announced on 30 September 2021.
Recruitment searches during 2021 identified a substantial gap in base salaries
and bonuses paid by OptiBiotix compared to industry competitors which have
impacted on the Company's ability to recruit and retain experienced people to
the senior management team.  As interest in the microbiome grows and
competitor companies look to either acquire skills and commercial expertise in
this area, the risk of not being able to attract and retain key staff
increases.

 

To mitigate this risk, the Remuneration Committee commissioned Pricewaterhouse
Cooper (PwC), to review existing remuneration arrangements and develop
proposals to reduce the identified risk and align value creation with
remuneration consistent with companies on the AIM market at a similar stage of
development.  Their review concluded that replacing market value options with
nominal value options would provide a more effective incentive and retention
mechanism for employees as well as reducing the overall number of shares under
option.

 

The Company has agreed with a number of option holders to surrender their
existing options in return for Nominal Value Options over half the number of
shares of their existing options, which will be subject to a combination of
performance and time-based vesting criteria. Performance criteria include
revenue, profitability targets, and the commercial launch of SweetBiotix and
Microbiome modulators, with option holders only able to exercise their options
once the performance criteria have been met. This ensures a continued focus on
commercial revenues and shareholder value creation.  New options will be
granted on a similar basis going forward. Options granted to non-executive
directors will be subject to time-based vesting. The options granted to
Stephen O'Hara, CEO of the Company, in September 2014 will not be affected by
these changes.

 

Details of the option changes for the relevant parties are set out in the
table below:-

 Individual             No. of existing Options cancelled  Exercise Price  New Nominal Value Options granted
 Sofia Kolida           165,000                            73p             82,500
 Neil Davidson          385,000                            73p             192,500
 Sean Christie          100,000                            95p             50,000
 Other employees        150,000                            57p             75,000
 Christopher Brinsmead  Nil                                N/A             50,000
 Stephen Hammond        Nil                                N/A             50,000
 Total Options          800,000                                            500,000

 

These changes will result in the number of options held by existing option
holders reducing from 800,000 to 400,000.

 

Chris Brinsmead, Chairman of the Remuneration Committee commented: "The
Company has lost a number of key staff to industry competitors offering
salaries 3-4 times that offered by OptiBiotix.  Share options form a key part
of a company's ability to attract and retain key staff who will deliver
shareholder value, particularly in today's competitive marketplace for talent.
The changes to the Company's share option arrangements make it better placed
to incentivise and retain staff with no additional cash cost for the business
and a 50% reduction in the numbers of shares under option held by existing
option holders of 400,000 reducing dilution providing enhanced shareholder
value."

 

This announcement contains information which, prior to its disclosure, was
considered 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.

For further information, please contact:

 

 OptiBiotix Health plc                                     www.optibiotix.com (http://www.optibiotix.com/)
 Stephen O'Hara, Chief Executive  Contact via Walbrook below

 Cairn Financial Advisers LLP (NOMAD)                      Tel: 020 7213 0880
 Liam Murray / Jo Turner / Ludovico Lazzaretti

 Cenkos Securities plc (Broker)                            Tel: 020 7397 8900
 Callum Davidson / Neil McDonald
 Michael Johnson / Russell Kerr (Sales)

 Walbrook PR Ltd                                           Mob: 07876 741 001
 Anna Dunphy

 

 

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.

 

 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) Sofia Kolida

                                                                  2) Neil Davidson

                                                                  3) Sean Christie

                                                                  4) Christopher Brinsmead

                                                                  5) Stephen Hammond
 2   Reason for notification
 a.  Position/Status                                              1) Research & Development Director

                                                                  2) Chairman

                                                                  3) Non-Executive Director

                                                                  4) Non-Executive Director

                                                                  5) 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                                                         OptiBiotix Health Plc
 b.  LEI                                                          213800UKYQFT941QHS14
 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 nominal value 2p

Identification Code

                                                                  ISIN: GB00BP0RTP38
 b.  Nature of the transaction                                    Issue of options
 c.  Price(s) and volume(s)
                                                                               Price(s) per share  Volume(s)
     2p                                                                        82,500
                                                                               2p                  192,500
                                                                               2p                  50,000
                                                                               2p                  50,000
                                                                               2p                  50,000

 d.  Aggregated information

     -      Volume                                                1.  N/A single transaction

     -      Price                                                 2.  N/A single transaction

                                                                  3.  N/A single transaction

                                                                  4.  N/A single transaction

                                                                  5.  N/A single transaction
 e.  Date of the transaction                                      6 January 2022
 f.  Place of the transaction                                     Off market

 

 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) Sofia Kolida

                                                                  2) Neil Davidson

                                                                  3) Sean Christie
 2   Reason for notification
 a.  Position/Status                                              1) Research & Development Director

                                                                  2) Chairman

                                                                  3) 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                                                         OptiBiotix Health Plc
 b.  LEI                                                          213800UKYQFT941QHS14
 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 nominal value 2p

Identification Code

                                                                  ISIN: GB00BP0RTP38
 b.  Nature of the transaction                                    Surrender of Options granted over Ordinary Shares
 c.  Price(s) and volume(s)
                                                                               Price(s) per share  Volume(s)
     73p                                                                       165,000
                                                                               73p                 385,000
                                                                               95p                 100,000

 d.  Aggregated information                                       1.  N/A single transaction

     -      Volume                                                2.  N/A single transaction

     -      Price                                                 3.  N/A single transaction

 e.  Date of the transaction                                      6 January 2022
 f.  Place of the transaction                                     Off market

 

 

 

 

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