GRANT OF OPTIONS AND ISSUE OF SHARES TO DIRECTORS-FUSION ANTIBODIES PLC

GRANT OF OPTIONS AND ISSUE OF SHARES TO DIRECTORS-FUSION ANTIBODIES PLC

Grant of options and issue of shares to directors

 

Fusion Antibodies plc (AIM: FAB), specialists in pre-clinical antibody discovery, engineering and supply for both therapeutic drug and diagnostic applications, announces, further to the announcement of the conditional placing to raise £1,375,000 (before expenses) (the "Placing") released earlier today, the grant of new share options in the Company pursuant to the Fusion EMI and Unapproved Employee Share Option Scheme ("Option Schemes") to staff and senior management and the issue of new ordinary shares of 4p each in the capital of the Company ("Ordinary Shares") to certain directors in lieu of or in satisfaction of salary and fees due to them ("Director Shares").

Grant of new share options under the Option Schemes

In order to incentivise and retain staff and senior management, the Company announces the grant of a total of 3,760,700 new share options over Ordinary Shares (the "New Options"; comprising the Conditional New Options and the Additional New Options, as defined below) to certain directors and employees of the Company as further detailed below.

730,700 existing share options with exercise prices ranging from 47.5p to 54.5p have been surrendered by certain directors and employees of the Company and, conditional on such surrender, an equivalent aggregate amount of 730,700 new share options over Ordinary Shares have been granted to those option holders on a 1:1 basis under the Option Schemes (the "Conditional New Options"). In addition, 3,030,000 further new share options over Ordinary Shares have also been granted to certain directors and employees of the Company under the Option Schemes (the "Additional New Options").

The Options have an exercise price of 4.25p ("Exercise Price"), being the closing mid-market price of an Ordinary Share on 13 February 2024, the day prior to the grant. All of the Options are subject to a three-year vesting period, with them vesting as to: one third on the first anniversary of grant ("Tranche 1"); one third on the second anniversary of grant ("Tranche 2"); and one third on the third anniversary of grant ("Tranche 3"). The Additional New Options, save for those issued to the non-executive directors of Fusion, shall also be subject to the following performance-based vesting criteria:

·    for the Tranche 1 Additional New Options, the closing mid-market price of an Ordinary Share must have been equal to or above 5p for a period of 20 consecutive business days prior to the date of exercise;

·    for the Tranche 2 Additional New Options, the closing mid-market price of an Ordinary Share must have been equal to or above 6.375p, being a 50% premium to the Exercise Price, for a period of 20 consecutive business days prior to the date of exercise; and

·    for the Tranche 3 Additional New Options, the closing mid-market price of an Ordinary Share must have been equal to or above 8.50p, being a 100% premium to the Exercise Price, for a period of 20 consecutive business days prior to the date of exercise.

Director grants

A total of 2,330,000 Options have been awarded to directors of the Company, as follows:

Director

No. of existing options surrendered

No. of Conditional New Options granted

No. of Additional New Options granted

Total New Options granted

Total no. of options over Ordinary Shares now held

Adrian Kinkaid

300,000

300,000

600,000

900,000

900,000

Richard Buick

280,000

280,000

400,000

680,000

680,000

Simon Douglas

-

-

250,000

250,000

250,000

Colin Walsh

-

-

250,000

250,000

250,000

Matthew Baker

-

-

250,000

250,000

250,000

Following the grant of the Options and surrender of the existing options, the Company has options outstanding over a total of 3,799,450 Ordinary Shares, representing approximately 6.23% of the Company's share capital as enlarged by the issue of the Director Shares.

 

Issue of the Director Shares

As disclosed in the Company's annual report and accounts for the year ended 31 March 2023 (as announced on 29 September 2023), as part of the cost savings implemented following the Company's fundraise in May 2023, certain of the Company's executive directors (being Adrian Kinkaid, CEO and Richard Buick, CSO) agreed to certain changes in their remuneration structure (which included taking shares in lieu of cash remuneration) and, as a result, 20% of their salaries for the eight months commencing 1 July 2023 were deferred.  In addition, the Company's non-executive directors agreed to forgo all remuneration that they were entitled to with effect from 1 May 2023.

The Company has resolved to issue and allot new Ordinary Shares to certain of the executive directors at a deemed issue price equal to the Issue Price representing 50% of the amounts of their deferred salary, with the balance (totalling £20,224) to be paid in cash conditional on completion of the Placing, as separately announced earlier today by the Company. In addition, due to their ongoing commitments to the Company, the remuneration committee has agreed to align the non-executive directors with these executive directors and pay them their forgone fees in part in new Ordinary Shares at a deemed issue price equal to the Issue Price, with the remainder of their foregone fees (totalling £31,250) being paid in cash conditional on completion of the Placing.

As a result of the above arrangements, in aggregate, 1,536,850 Director Shares have been issued and allotted to certain of the directors at a deemed issue price equal to the Issue Price and pursuant to the authorities previously granted at the Company's annual general meeting held on 27 October 2023, as follows:

Director

Amount of salary/fees received in Director Shares

No. of Director Shares

Total holding of Ordinary Shares post issue

Percentage of enlarged share capital1

Adrian Kinkaid

£12,017

300,425

546,272

0.90%

Richard Buick

£8,207

205,175

905,175

1.48%

Simon Douglas

£12,500

312,500

668,8652

1.10%

Colin Walsh

£22,500

562,500

2,562,5003

2.69%

Matthew Baker

£6,250

156,250

156,250

0.26%

1 Based on the enlarged share capital of the Company following the issue of the Director Shares but prior to the issue of the Placing Shares, as defined in the Company's separate announcement made earlier today.

2 Excludes Ordinary Shares held by relatives of Simon Douglas.

3Includes 600,000 Ordinary Shares held by Walsh Strategic Management Limited, a company controlled by Colin Walsh and 1,400,000 Ordinary Shares held by Hamniv (GP) Limited, a subsidiary of Crescent Capital NI Limited ("Crescent Capital"). Colin Walsh is the Chief Executive and founder of Crescent Capital.

 

Admission to trading on AIM

 

Application has been made to the London Stock Exchange plc for the Director Shares to be admitted to trading on AIM ("Admission"). It is anticipated that Admission will become effective and that dealings in the Director Shares will commence on AIM at 8.00 a.m. on or around 19 February 2024.

 

Total voting rights

 

On Admission, the Company will have 60,990,564 Ordinary Shares in issue, each with one voting right.  There are no shares held in treasury. Therefore, the Company's total number of Ordinary Shares in issue and voting rights will be 60,990,564 and this figure may be used by Shareholders from Admission as the denominator for 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 FCA's Disclosure Guidance and Transparency Rules.

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