REG - Uniphar PLC - New Share Option Plan
02/12/2022 07:00
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RNS Number : 3596I Uniphar PLC 02 December 2022
Uniphar plc announces new Share Option Plan for Executive Directors and Senior
Management
Dublin, London |2 December 2022: Uniphar plc (the "Company") today announces
the adoption of the 2022 Uniphar Share Option Plan and the grant of share
options to the Executive Directors.
On 21 November 2022, on the recommendation of the Remuneration Committee, the
Board of Directors of Uniphar (the "Board") approved the closure of the 2021
Share Option Plan (the "2021 Plan") to new entrants and the adoption of a new
share option plan for the period 2022 - 2026 (the "2022 Plan") for eligible
employees, including the Executive Directors. Under the 2022 Plan, there is a
reserve of an additional 5% of the issued share capital of the Company, which
is incremental to the unallocated reserve from the 2021 Plan (which had an
initial reserve of 2.5% of the issued share capital of the Company and, at the
time of closure of that Plan, awards in respect of 0.4% of the issued share
capital of the Company had been granted).
The Executive Directors' existing share-based incentives under the 2018 Long
Term Incentive Plan (the "2018 LTIP") were awarded prior to the Company's IPO
in 2019 and took the form of issued ordinary shares. As the awards under the
2018 Long Term Incentive Plan were issued prior to IPO in 2019, there has been
no dilutive impact on the Company's issued share capital from the Executive
Directors' share-based incentivisation since IPO.
The Remuneration Committee and the Board believe that the introduction of the
2022 Plan is necessary in order to ensure alignment of incentives for
Executive Directors and senior management with the interests of shareholders.
In particular, in relation to the Executive Directors, it is noted that the
performance conditions applicable to their awards under the 2018 LTIP were
fully satisfied in July 2021 (achieving a share price level of €3.30
following an IPO price of €1.15) and the service condition applicable to
their awards is due to be satisfied on 31 December 2024.
Executive Director Awards
Awards under the 2022 Plan take the form of options to subscribe for new
ordinary shares in the Company. The share options granted to the Executive
Directors, as notified below, have been granted as conditional awards and will
vest on 31 December 2026, subject to the grantee's continued service and the
Remuneration Committee's assessment of the extent to which the applicable
performance condition has been satisfied. The performance condition is linked
to Total Shareholder Return ("TSR") (based on the average closing trading
price per ordinary share in the 30-day period prior to 31 December 2026
against the exercise price as shown below, and inclusive of any dividends in
the period) on a sliding scale basis where TSR of ≥70% will see 100% of the
awards vest and TSR of <50% would see no awards vest.
These share options expire on 30 November 2032, being ten years from the date
of grant (30 November 2022), have an exercise price of €3.48 per ordinary
share, and vest on 31 December 2026 subject to satisfaction of the vesting
conditions outlined above. Given the TSR condition, the earliest date on which
the share options awarded to the Executive Directors can be dilutive is 31
December 2026. The Board has no current intention to make any further awards
to the Executive Directors under the 2022 Plan.
Full details of the options granted are set out below and further details in
relation to the 2022 Plan will be contained in the Company's 2022 Annual
Report.
Total interests in shares prior to this notification Total interests in shares prior to this notification as % of Company's issued Number of share options granted Total number of share options held following this notification Total interests in shares (including issued shares and options) following this
share capital notification
Ger Rabbette 8,003,310 2.93% 4,000,000 4,000,000 12,003,310
Tim Dolphin 5,586,322 2.05% 2,700,000 2,700,000 8,286,322
Notification of Transactions by Persons Discharging Managerial
Responsibilities and Persons Closely Associated with them
[This form is required for disclosure of transactions under Article 19 of
Regulation (EU) No 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (Market Abuse Regulation)]
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Gerard Rabbette
2 Reason for the notification
a) Position/status Person discharging managerial responsibility: Chief Executive Officer
b) Initial Notification Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Uniphar plc
b) LEI 21380028LJSQGRUAX965
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, Ordinary shares of €0.08 each
type of
instrument ISIN: IE00BJ5FQX74
Identification code
b) Nature of the transaction Grant of 4,000,000 share options under the 2022 Uniphar Share Option Plan
c) Price(s) and volume(s)
Price(s) Volume(s)
€3.48 (exercise price) 4,000,000 share options
d) Aggregated information
Aggregated volume Aggregated price
- Aggregated volume 4,000,000 €3.48 (exercise price)
- Price
e) Date of the transaction 30 November 2022
f) Place of the transaction Euronext Dublin
g) Additional Information
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume Aggregated price
4,000,000 €3.48 (exercise price)
e)
Date of the transaction
30 November 2022
f)
Place of the transaction
Euronext Dublin
g)
Additional Information
Notification of Transactions by Persons Discharging Managerial
Responsibilities and Persons Closely Associated with them
[This form is required for disclosure of transactions under Article 19 of
Regulation (EU) No 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (Market Abuse Regulation)]
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Tim Dolphin
2 Reason for the notification
a) Position/status Person discharging managerial responsibility: Chief Financial Officer
b) Initial Notification Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Uniphar plc
b) LEI 21380028LJSQGRUAX965
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, Ordinary shares of €0.08 each
type of
instrument ISIN: IE00BJ5FQX74
Identification code
b) Nature of the transaction Grant of 2,700,000 share options under the 2022 Uniphar Share Option Plan
c) Price(s) and volume(s)
Price(s) Volume(s)
€3.48 (exercise price) 2,700,000 share options
d) Aggregated information
Aggregated volume Aggregated price
- Aggregated volume 2,700,000 €3.48 (exercise price)
- Price
e) Date of the transaction 30 November 2022
f) Place of the transaction Euronext Dublin
g) Additional Information
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume Aggregated price
2,700,000 €3.48 (exercise price)
e)
Date of the transaction
30 November 2022
f)
Place of the transaction
Euronext Dublin
g)
Additional Information
For further details contact:
Uniphar +353 (0) 1 428 7777
Allan Smylie
Head of Strategy and IR investor.relations@Uniphar.ie (mailto:investor.relations@Uniphar.ie)
Davy (Joint Corporate Broker, Nominated Adviser and Euronext Growth Listing +353 (0) 1 679 6363
Sponsor)
Barry Murphy
Niall Gilchrist
Lauren O'Sullivan
RBC Capital Markets (Joint Corporate Broker) +44 (0) 20 7653 4000
Jonathan Hardy
Jamil Miah
Stifel Nicolaus Europe Limited (Joint Corporate Broker) +44 (0) 20 7710 7600
Matt Blawat
Ben Maddison
Francis North
Q4 PR +353 (0) 1 475 1444 or
(Public Relations Adviser to Uniphar) +353 87 235 6461
Iarla Mongey
About Uniphar plc
Headquartered in Dublin, Ireland, the Uniphar Group is an international
diversified healthcare services business servicing the requirements of more
than 200 multinational pharmaceutical and medical technology manufacturers
across three divisions - Commercial & Clinical, Product Access and Supply
Chain & Retail. The Group is active in Ireland, the UK, Europe, the US and
Australia.
The Company's vision is to improve patient access to pharmaco-medical products
and treatments by enhancing connectivity between manufacturers and healthcare
stakeholders. Uniphar represents a strong combination of scale, growth, and
profitability.
Commercial & Clinical
In Commercial & Clinical, the Group provides outsourced sales, marketing
& distribution solutions to multinational pharmaceutical and medical
device manufacturers. Active in Ireland, the UK, Benelux, the Nordics, Germany
and the US, the Group is growing with its clients to provide pan-European
solutions, with a targeted service offering in the US. Uniphar has built fully
integrated digitally enabled customer centric solutions that are supported by
our highly experienced and clinically trained teams, leveraging our digital
technology and insights which allows us to deliver consistently exceptional
outcomes for our clients.
Product Access
In Product Access, the Group is growing two distinct service offerings: 1) "On
Demand", which are pharmacy led solutions for sourcing and supplying
unlicensed medicines to meet the needs of both retail and hospital
pharmacists; and 2) "Exclusive Access", which are manufacturer led solutions
for controlling the release of speciality medicines for specifically approved
patient populations in agreed markets. The Group currently delivers product
access solutions on a global basis.
Supply Chain & Retail
Uniphar is an established market leader in Ireland with c. 53% market share in
the wholesale/hospital market, supported by a network of 381 owned, franchised
and symbol group pharmacies. The business supports the diverse customer base
through the provision of strong service levels coupled with innovative
commercial initiatives. Supply Chain & Retail is an Irish only business
for the Group, although the manufacturer relationships and infrastructure are
also utilised for the benefit of the Commercial & Clinical and Product
Access divisions
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