REG - Poolbeg Pharma PLC - Board Role Change and Launch of EIP

Poolbeg PharmaAnnouncement

15/02/2024 07:00

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RNS Number : 1927D  Poolbeg Pharma PLC  15 February 2024

Poolbeg Pharma plc

 

Board Role Change and Launch of Employee Performance Incentive Plan

 

15 February 2024 - Poolbeg Pharma (http://www.poolbegpharma.com/)  (AIM:
POLB, OTCQB: POLBF, "Poolbeg" or the "Company"), a biopharmaceutical company
focussed on the development and commercialisation of innovative medicines
targeting diseases with a high unmet medical need, announces a change of Board
role and the Remuneration Committee's approval of the adoption of an Employee
Performance Incentive Plan ("EIP") for a number of the key senior management,
to align medium and long term objectives with those of shareholders and to
encourage retention.

 

Change of Board role

Cathal Friel, Co-Founder, substantial shareholder, and currently Non-Executive
Chairman of Poolbeg, is assuming the role of Executive Chairman at the Company
effective immediately. Cathal brings valuable experience from his longstanding
track record of value creation in a number of public companies, including as
Co-Founder of Amryt Pharma plc ("Amryt"), which was acquired by Chiesi
Farmaceutici S.p.A for US$1.48bn in 2023. He was also the Executive Chairman
and Co-Founder of hVIVO plc (formerly Open Orphan plc) which IPO'd in June
2019 at 5.6 pence with a market capitalisation of c. £14 million. Open Orphan
plc made a recommended all-equity offer for hVIVO plc in December 2019 for
£12.96 million with the acquisition completing in January 2020. Since then,
Cathal and his team have transformed hVIVO into a fast growing, profitable
company with revenues of over £56 million, a share price of c. 28 pence and a
market capitalisation of c. £200m.

 

Cathal will continue to work closely with the Company's Chief Executive
Officer, Jeremy Skillington and the now expanded leadership team, several of
whom have recently joined from Amryt Pharma. Cathal will focus on Poolbeg's
strategic initiatives, leveraging his strong track record of value creation,
including the Company's growing focus upon rare and orphan diseases, whilst
Jeremy will continue his successful leadership of the Company's clinical
programmes and business development efforts alongside David Allmond.

 

Employee Performance Incentive Plan

The EIP has been designed with support from Aon, in their role as advisors to
the Remuneration Committee of the Board of the Company, to reward, incentivise
and retain a number of key senior management to deliver sustainable growth for
shareholders. Under the EIP, these team members have been awarded nominal cost
long term incentive options ("EIP Options") over ordinary shares in the
Company with vesting conditional upon the weighted-average of the mid-market
closing price of the ordinary shares in the Company being 17.945 pence or
above over a period of fourteen calendar days (representing a c.85% premium to
the share price at close of market on February 14, 2024). The EIP Options are
also subject to acceleration in certain scenarios including a change of
control of the Company.

 

Co-Founder and Chairman, Cathal Friel, Chief Executive Officer, Jeremy
Skillington, and Co-Founder and Chief Financial Officer, Ian O'Connell have
been awarded 4,639,175, 4,639,175 and 4,639,175 EIP Options respectively as
detailed in the tables below.

 

Options were also issued to the recently recruited Chief Business Officer,
David Allmond 7,731,958 EIP Options and John McEvoy, SVP Chief Legal Officer
4,123,711 EIP Options.

 

A small number of other key employees were also issued 2,474,225 EIP Options.

 

Cathal Friel, Executive Chairman of Poolbeg Pharma plc said: "As one of
the Co-Founders of Poolbeg, and a great believer in the Company's potential,
I have been dedicating a large part of my time to supporting the Company on
its dynamic growth path. Therefore, the Board felt it was appropriate that I
should change my role to Executive Chairman to reflect my ongoing time
commitment and the experience that I bring from my track record of value
creation at both hVIVO plc and Amryt Pharma plc.

 

"These EIP options will incentivise and retain key members of the Poolbeg
management team, firmly aligning their interests and reward with that of
shareholders. When we established Poolbeg we always had the ambition of
replicating Amryt's success with a focus upon developing sustainable and
profitable revenues over a relatively short period of time. Since IPO we have
made great progress in building an innovative and attractive pipeline
including POLB 001, which has a >$10 billion market opportunity as a
preventative therapy for cancer immunotherapy-induced CRS; our unique
AI-driven drug discovery programmes; and an oral GLP-1R agonist which will
enter the clinic shortly for a proof-of-concept clinical trial. With the
former Amryt executives John, David and Laura now on board, we have an
exceptional management team in place to accelerate the growth of the Company
and to create value for shareholders. I believe Poolbeg is well positioned for
success. As part of my ongoing commitment to the Company, I also intend to
start increasing my shareholding in Poolbeg as and when I am able to do so."

 

Enquiries

 

 Poolbeg Pharma Plc                                                      +44 (0) 207 183 1499

 Jeremy Skillington, CEO

 Ian O'Connell, CFO

 Cavendish Capital Markets Ltd (Nominated Adviser & Joint Broker)        +44 (0) 207 220 0500

 Geoff Nash, Charlie Beeson, Nigel Birks, Harriet Ward (ECM)

 Singer Capital Markets (Joint Broker)                                    +44 (0) 207 496 3000

 Phil Davies, Sam Butcher

 J&E Davy (Joint Broker)                                                 +353 (0) 1 679 6363

 Anthony Farrell, Niall Gilchrist

 Optimum Strategic Communications                                        +44 (0) 208 078 4357

 Nick Bastin, Vici Rabbetts, Elena Bates                                 poolbeg@optimumcomms.com (mailto:poolbeg@optimumcomms.com)

 

About Poolbeg Pharma

Poolbeg Pharma plc is committed to the development and commercialisation of
innovative medicines targeting diseases with a high unmet medical need. Its
model focusses upon developing its exciting clinical assets and
commercialising approved and marketed drugs to fund the development of its
robust pipeline of innovative products, thereby driving significant value
creation.

Poolbeg is led by an experienced leadership team with a history of delivering
significant shareholder value. The team has been strengthened by the
appointment of three former members of the Amryt Pharma plc leadership team,
with the intention of repeating Amryt's success and generating near term
revenues.

Poolbeg's clinical programmes target large addressable markets including
cancer immunotherapy-induced CRS, infectious disease, and metabolic conditions
such as obesity with the development of an oral GLP-1R agonist. It uses a
cost-effective development philosophy to generate high quality human data to
support partnering and further development. Its AI-led infectious disease
programmes analyse unique data from human challenge trials to identify
clinically relevant drug targets and treatments, leading to faster development
and greater commercial appeal.

 

Forward-Looking Statements

This announcement may contain forward-looking statements and the words
"expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast",
"project" and similar expressions (or their negative) identify certain of
these forward-looking statements. The forward-looking statements in this
announcement are based on numerous assumptions and Poolbeg's present and
future business strategies and the environment in which Poolbeg expects to
operate in the future. Forward-looking statements involve inherent known and
unknown risks, uncertainties and contingencies because they relate to events
and depend on circumstances that may or may not occur in the future and may
cause the actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking statements.
These statements are not guarantees of future performance or the ability to
identify and consummate investments. Many of these risks and uncertainties
relate to factors that are beyond Poolbeg's ability to control or estimate
precisely, such as future market conditions, currency fluctuations, the
behaviour of other market participants, the outcome of clinical trials, the
actions of regulators and other factors such as Poolbeg's ability to obtain
financing, changes in the political, social and regulatory framework in which
Poolbeg operates or in economic, technological or consumer trends or
conditions. Past performance should not be taken as an indication or guarantee
of future results, and no representation or warranty, express or implied, is
made regarding future performance. No person is under any obligation to update
or keep current the information contained in this announcement or to provide
the recipient of it with access to any additional relevant information.

 

For more information, please go to www.poolbegpharma.com
(http://www.poolbegpharma.com/)  or follow us on Twitter
(https://twitter.com/PoolbegPharma)  and LinkedIn
(https://www.linkedin.com/company/poolbeg-pharma/)  @PoolbegPharma.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them in
accordance with the Market Abuse Regulation.

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Cathal Friel
 2   Reason for Notification
 a)  Position/status                                              Executive Chairman
 b)  Initial notification/Amendment                               Initial Announcement
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Poolbeg Pharma PLC
 b)  LEI                                                          213800UZ8WJLWYHBFL52
 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 0.002 pence each in Poolbeg Pharma PLC
     Identification code                                          GB00BKPG7Z60
 b)  Nature of the transaction                                    Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee
                                                                  Performance Incentive Plan. The award will ordinarily become exercisable upon
                                                                  the weighted-average of the mid-market closing price of the ordinary shares in
                                                                  the Company being 16.5 pence or above over a period of fourteen calendar days.
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       4,639,175
 d)  Aggregated information                                       Not applicable - single transaction

     -     Aggregated volume

     -     Price
 e)  Date of the transaction                                      14 February 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-     Aggregated volume

-     Price

Not applicable - single transaction

e)

Date of the transaction

14 February 2024

f)

Place of the transaction

Outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Jeremy Skillington
 2   Reason for Notification
 a)  Position/status                                              Chief Executive Officer
 b)  Initial notification/Amendment                               Initial Announcement
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Poolbeg Pharma PLC
 b)  LEI                                                          213800UZ8WJLWYHBFL52
 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 0.002 pence each in Poolbeg Pharma PLC
     Identification code                                          GB00BKPG7Z60
 b)  Nature of the transaction                                    Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee
                                                                  Performance Incentive Plan. The award will ordinarily become exercisable upon
                                                                  the weighted-average of the mid-market closing price of the ordinary shares in
                                                                  the Company being 16.5 pence or above over a period of fourteen calendar days.
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       4,639,175
 d)  Aggregated information                                       Not applicable - single transaction

     -     Aggregated volume

     -     Price
 e)  Date of the transaction                                      14 February 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-     Aggregated volume

-     Price

Not applicable - single transaction

e)

Date of the transaction

14 February 2024

f)

Place of the transaction

Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Ian O'Connell
 2   Reason for Notification
 a)  Position/status                                              Chief Financial Officer
 b)  Initial notification/Amendment                               Initial Announcement
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Poolbeg Pharma PLC
 b)  LEI                                                          213800UZ8WJLWYHBFL52
 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 0.002 pence each in Poolbeg Pharma PLC
     Identification code                                          GB00BKPG7Z60
 b)  Nature of the transaction                                    Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee
                                                                  Performance Incentive Plan. The award will ordinarily become exercisable upon
                                                                  the weighted-average of the mid-market closing price of the ordinary shares in
                                                                  the Company being 16.5 pence or above over a period of fourteen calendar days.
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       4,639,175
 d)  Aggregated information                                       Not applicable - single transaction

     -     Aggregated volume

     -     Price
 e)  Date of the transaction                                      14 February 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-     Aggregated volume

-     Price

Not applicable - single transaction

e)

Date of the transaction

14 February 2024

f)

Place of the transaction

Outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         David Allmond
 2   Reason for Notification
 a)  Position/status                                              Chief Business Officer
 b)  Initial notification/Amendment                               Initial Announcement
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Poolbeg Pharma PLC
 b)  LEI                                                          213800UZ8WJLWYHBFL52
 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 0.002 pence each in Poolbeg Pharma PLC
     Identification code                                          GB00BKPG7Z60
 b)  Nature of the transaction                                    Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee
                                                                  Performance Incentive Plan. The award will ordinarily become exercisable upon
                                                                  the weighted-average of the mid-market closing price of the ordinary shares in
                                                                  the Company being 16.5 pence or above over a period of fourteen calendar days.
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       7,731,958
 d)  Aggregated information                                       Not applicable - single transaction

     -     Aggregated volume

     -     Price
 e)  Date of the transaction                                      14 February 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-     Aggregated volume

-     Price

Not applicable - single transaction

e)

Date of the transaction

14 February 2024

f)

Place of the transaction

Outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         John McEvoy
 2   Reason for Notification
 a)  Position/status                                              SVP, Chief Legal Officer
 b)  Initial notification/Amendment                               Initial Announcement
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Poolbeg Pharma PLC
 b)  LEI                                                          213800UZ8WJLWYHBFL52
 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 0.002 pence each in Poolbeg Pharma PLC
     Identification code                                          GB00BKPG7Z60
 b)  Nature of the transaction                                    Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee
                                                                  Performance Incentive Plan. The award will ordinarily become exercisable upon
                                                                  the weighted-average of the mid-market closing price of the ordinary shares in
                                                                  the Company being 16.5 pence or above over a period of fourteen calendar days.
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       4,123,711
 d)  Aggregated information                                       Not applicable - single transaction

     -     Aggregated volume

     -     Price
 e)  Date of the transaction                                      14 February 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-     Aggregated volume

-     Price

Not applicable - single transaction

e)

Date of the transaction

14 February 2024

f)

Place of the transaction

Outside a trading venue

 

 

 

 

 

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