REG - Theracryf PLC - Board Appointment, Grant of Options, PDMR Dealing
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RNS Number : 9372G Theracryf PLC 01 May 2025
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO.
596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
TheraCryf plc
("TheraCryf", the "Company" or the "Group")
Board Appointment, Grant of Options and PDMR Dealings
Alderley Park, UK - 1 May 2025: TheraCryf plc (AIM: TCF), the clinical stage
drug development company focussing on neuropsychiatry and oncology today
announces a board appointment, grant of options and PDMR dealings.
Board appointment
Edward Wardle is appointed to the Board of TheraCryf as a Non-Executive
Director, with immediate effect. Edward is nominated by Tracarta Ltd,
TheraCryf's largest shareholder. Edward brings board-level experience of
strategy, corporate governance and business development. Having founded and
led multiple businesses, Edward is currently an investment advisor with
Tracarta Ltd and Northern Standard Ltd, focusing on critical industries and
cutting edge technologies, as well as Senior Business Development Executive at
Ironveld PLC.
Grant of options and PDMR Dealings
Certain employees and Persons Discharging Managerial Responsibility ("PDMR"),
have been granted options (the "Options") over a total of 289,820,870 Ordinary
Shares, exercisable, subject to the Options vesting, for a period of up to 10
years from the date of grant and governed by the rules of the TheraCryf plc
Long Term Incentive Plan ("LTIP"), at a price of 0.25 pence Ordinary Share.
In order to align senior management with shareholder interests, specifically
growth in value and meeting Company objectives, the LTIP Options will only
vest under certain conditions. 75% vest on share price increases up to 10 fold
from the recent placing price and 25% on the filing of regulatory permissions
for phase 1 clinical trials for the Company's Ox-1 blocker programme in
addiction.
As in the previous year, all members of the senior management team have
foregone cash bonus payments to extend the Company's cash runway as far as
possible and agreed to take Options in their place to an equivalent value.
These bonus Options will vest on 1 April 2026.
Number of Existing Ordinary Shares held New Ordinary Shares issued in lieu of salary Aggregate number of Ordinary Shares held Options held currently New Options Granted in lieu of cash bonus New Options granted under LTIP Aggregate number of options post grant % of issued share capital including this award***
Dr. Alastair Smith (Chair) 4'000'000 18'324'000 22'324'000 - - 34'193'418 34'193'418 1.6%
Dr. Alan Barge (Sr. Director) - - - 13'677'367 13'677'367 0.6%
Dr Huw Jones (CEO) 5'184'793 5'184'793 10'894'238 21'647'501 50'150'346 82'692'085 3.8%
Toni Hänninen (CFO)* 3'000'000 3'000'000 3'029'925 14'722'875 38'499'321 56'252'121 2.6%
Dr Helen Kuhlman (PDMR) 2'555'744 2'555'744 4'039'015 12'787'199 41'032'101 57'858'315 2.7%
Dr Glen Clack (PDMR)** 3'000'000 3'000'000 2'212'526 6'850'320 16'640'797 25'703'642 1.2%
Dr Nicholas Mallard (PDMR) 3'220'771 3'220'771 3'944'633 12'213'191 16'640'797 32'798'621 1.5%
Other 5'195'037 - 10'765'640 15'960'676 0.7%
Total 20'961'308 18'324'000 39'285'308 29'315'374 68'221'085 221'599'785 319'136'244 14.9%
*includes Borealito GmbH (a company wholly owned by him)
**includes Ailse Oncology Ltd (a company wholly owned by him)
***The Company's current issued share capital
Payment in shares
As announced on 19 February 2025, Dr. Alastair Smith has been appointed
Non-Executive Chair of the Company. To maximise the Company cash runway and to
align with shareholders' interests, he has agreed to receive his Board fees in
shares instead of cash for at least the first year of his appointment. Dr.
Smith has today been issued a total of 18,324,000 ordinary shares of 0.25
pence each in the Company ("Ordinary Shares"), in lieu of cash remuneration.
Dr Smith additionally participated in the recent funding round by subscribing
for 4,000,000 Ordinary Shares in March 2025. Additionally, the Company has
today issued a further 1,017,317 new Ordinary Shares in lieu of other
professional fees.
Application will be made for 19,341,317 Ordinary Shares to be admitted to
trading on AIM ("Admission"). Admission is expected to occur on or around 2
May 2025 and the Ordinary Shares will, on issue, rank pari passu in all
respects with the Company's existing Ordinary Shares.
On Admission, the Company will have a total of 2,148,963,739 Ordinary Shares
in issue. No Ordinary Shares are held in treasury. The figure of 2,148,963,739
may be used by the Company's shareholders as the denominator in the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Financial
Conduct Authority's Disclosure, Guidance and Transparency Rules.
Dr Alastair Smith, Non-executive Chair said:
"We welcome Ed to the board and welcome Tracarta's support for our recent
fundraise with their significant investment after extensive due diligence.
This funding is enabling TheraCryf to execute on the plans set out to
shareholders at the acquisition of Chronos last year. Concentrating on these
neuropsychiatry assets, and in particular in the near term, the Ox-1
antagonist, is an important focusing of strategy and resources designed to
deliver maximum value to shareholders.
We look forward very much to working with Ed to deliver that value on as short
a time scale as possible."
The following information is disclosed pursuant to Rule 17 and Schedule Two
paragraph (g) of the AIM Rules for Companies in relation to Edward Wardle,
aged 33:
Current Directorships/Partnerships Past Directorships/Partnerships (within 5 years)
The Hammer Organization Ltd Otherworld Manchester Limited
Otherworld Piccadilly Limited Otherworld Birmingham Limited
The Dream Corporation Limited*
Otherworld Dublin Limited
* Per Schedule Two paragraph (g)(v) of the AIM Rules for Companies - The Dream
Corporation Limited is currently undergoing creditors voluntary liquidation,
with KRE Corporate Recovery appointed as licensed insolvency practitioners on
22 July 2024. It is currently anticipated there will not be surplus funds to
pay a distribution to any class of creditor.
Additionally, Edward Wardle's father, John Wardle, has a beneficial interest
in Tracarta Ltd which has an interest of 19.85 percent in TheraCryf, as of 21
March 2025. Although unpaid, Edward has provided consultancy services to
Tracarta Ltd since 2020.
The notification set out below is provided in accordance with the requirements
of MAR.
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 Dr. Alastair Smith
2 Reason for notification
a. Position/Status Dr. Alastair Smith (Chair)
b. Initial notification/ Initial Notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name TheraCryf plc
b. LEI 213800NO3E6TSTQO8K20
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 0.25p each
Identification Code
GB00BSVYN304
b. Nature of the transaction Issue of Ordinary Shares in lieu of cash remuneration.
c. Price(s) and volume(s) Price: 0.25 pence
Volume: 18,324,000
d. Aggregated information
- Aggregated Volume See above
- Price
e. Date of the transaction 30 April 2025
f. Place of the transaction Outside a trading venue
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. Dr. Alastair Smith
2. Dr. Alan Barge
3. Dr Huw Jones
4. Toni Hänninen
5. Dr Helen Kuhlman
6. Dr Glen Clack
7. Dr Nicholas Mallard
2 Reason for notification
a. Position/Status 1. Dr. Alastair Smith (Chair)
2. Dr. Alan Barge (Non-Executive Director)
3. Dr Huw Jones (CEO)
4. Toni Hänninen (CFO)
5. Dr Helen Kuhlman (PDMR)
6. Dr Glen Clack (PDMR)
7. Dr Nicholas Mallard (PDMR)
b. Initial notification/ Initial Notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name TheraCryf plc
b. LEI 213800NO3E6TSTQO8K20
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 0.25p each
Identification Code
GB00BSVYN304
b. Nature of the transaction Grant of Options under the TheraCryf plc Long Term Incentive Plan with time
vesting conditions attached
c. Price(s) and volume(s) Exercise Price(s) Volume (s)
1. Dr. Alastair Smith 0.25 pence 34,193,418
2. Dr. Alan Barge 0.25 pence 13,677,367
3. Dr Huw Jones 0.25 pence 71,797,846
4. Toni Hänninen 0.25 pence 53,222,196
5. Dr Helen Kuhlman 0.25 pence 53,819,300
6. Dr Glen Clack 0.25 pence 23,491,116
7. Dr Nicholas Mallard 0.25 pence 28,853,988
d. Aggregated information
- Aggregated Volume See above
- Price
e. Date of the transaction 30 April 2025
f. Place of the transaction Outside a trading venue
Enquiries
TheraCryf plc +44 (0)1625 315 090
Dr Huw Jones, CEO enquiries@theracryf.com
Toni Hänninen, CFO
Dr Helen Kuhlman, CBO
Turner Pope Investments (Joint Broker) +44 (0)20 3657 0050
James Pope / Andy Thacker
Cavendish Capital Markets (NOMAD & Joint Broker) +44 (0)20 7220 0500
Geoff Nash / Teddy Whiley / Rory Sale (Corporate Finance)
Nigel Birks / Harriet Ward (ECM)
Vigo Consulting +44 (0)20 7390 0231
Rozi Morris theracryf@vigoconsulting.com
About TheraCryf plc
TheraCryf is a clinical stage drug development company focussing on oncology
and neuropsychiatry. The Company has a broad clinical and preclinical pipeline
in indications including glioblastoma* neurodevelopmental disorders,
addiction, anxiety and narcolepsy [*orphan indication].
The Company's strategy is to generate compelling data sets to preclinical
and/or clinical proof of concept and partner its clinical programmes with
mid-size to large pharma for larger trials and commercialisation. As well as a
number of industry partnerships with companies, including Stalicla SA, in
neurodevelopmental disorders. The Company has sourced know how for
programmes from companies such as Shire (now Takeda).
TheraCryf has worked with and has ongoing collaborations with major
universities and hospitals such as the University of Manchester, La Sapienza
(Università di Roma), the Erasmus Medical Centre, Rotterdam, Kings College
London and the University of Michigan.
The Company has its headquarters and registered office at Alderley
Park, Cheshire. It is quoted on AIM in London and trades under the ticker
symbol TCF.
For further information, please visit: www.theracryf.com
(http://www.theracryf.com)
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