TIDMAPTA
RNS Number : 4126P
Aptamer Group PLC
09 October 2023
9 October 2023
Aptamer Group plc
("Aptamer", the "Company" or the "Group")
Grant of Options and Related Party Transaction
Aptamer Group plc (AIM: APTA), the developer of novel Optimer
(R) binders to enable innovation in the life sciences industry,
today announces that it has granted options to subscribe for up to
116,835,918 new ordinary shares to Directors and staff. These
awards were set out in the circular and notice of general meeting
sent to shareholders on 31 July 2023.
Background to the awards
In August 2023, the Company successfully completed a fundraising
without which the Company would in all likelihood have entered an
insolvency process. In connection with the fundraising, the Company
was changed extensively with the return of Stephen Hull as
Executive Chairman (Steve had been chairman prior to the IPO in
2021) and Dr Arron Tolley as Chief Technical Officer (Arron was a
founder and had been CEO until April 2023), and the appointment of
Dr Adam Hargreaves and Dean Fielding as independent non-executive
directors.
The proposed options are designed to provide a material
incentive to the Directors and other staff, but on stretching
revenue and share price performance criteria as set out below,
which include achieving returns of at least 4-times and up to
50-times the 1p option exercise price. 60% of the options only vest
if the prevailing share price reaches 10-times the option exercise
price.
Therefore, although the total potential dilution is unusually
high at 25%, the structure is such that the Company must deliver
exceptional gains to shareholders before the options vest. As part
of the recent fundraising, the structure described above and
further below was put to investors. In addition, a specific
resolution to create the authority to issue shares in connection
with the share options was included along with the resolutions
giving effect to the July/August 2023 placing and was approved by
investors.
The Non-executive Directors and Executive Chairman are also
receiving awards. Against a very challenging background for the
Company, being able to provide equity participation was the most
appropriate way to bring a suitable team onto the board to support
and challenge the executive. Ordinary cash compensation would not
have been sufficient to persuade any of the individuals appointed
to join the Company.
Details of the awards and terms
The following awards have been made:
Name Position Number of shares
subject to awards
Steve Hull Executive Chairman 5,100,000
--------------------------- -------------------
Dr Arron Tolley Chief Technical Officer 35,837,305
--------------------------- -------------------
Dr David Bunka Chief Scientific Officer 28,422,450
--------------------------- -------------------
Independent Non-Executive
Dean Fielding Director 3,725,000
--------------------------- -------------------
Independent Non-Executive
Dr Adam Hargreaves Director 3,725,000
--------------------------- -------------------
Chief Financial Officer -
Andrew Rapson PDMR 12,750,000
--------------------------- -------------------
Chief Operating Officer -
Alastair Fleming PDMR 12,750,000
--------------------------- -------------------
Other staff 14,526,163
-------------------
Dr Arron Tolley has agreed to the cancellation of 700,000
existing options with an exercise price of 7.675p each and Dr David
Bunka has agreed to the cancellation of 32,600 and 61,400 existing
options with exercise prices of 15.54p and 7.675p each
respectively.
The new options will have an exercise price of 1p, which is
equal to the price at which the Company's fundraise was completed
in July/August of this year.
The new options will be subject to stretching performance
targets as follows:
(i) 16 per cent, on announcement of FY24 audited results in line
with expectations and the share price having remained at or above 4
times the issue price for at least 3 months;
(ii) 24 per cent, on announcement of FY25 audited results in
line with expectations and the share price having remained at or
above 7 times the issue price for at least 3 months;
(iii) 40 per cent, on announcement of FY26 audited results in
line with expectations and the share price having remained at or
above 10 times the issue price for at least 3 months;
(iv) 10 per cent, on announcement of FY26 audited results in
line with expectations and the share price having remained at or
above 30 times the issue price for at least 3 months; and
(v) 10 per cent, on announcement of FY26 audited results in line
with expectations and the share price having remained at or above
50 times the issue price for at least 3 months.
All in the money share options would vest in the event that the
Company is acquired (or in the event of a transaction with a
similar effect).
The interpretation of "in line with expectations" will require
consultation with the Company's Nominated Adviser in each case.
Dr Arron Tolley and Dr David Bunka must remain employed for
their options to vest. With regard to the options awarded to the
Non-Executive Directors and Executive Chairman, these can vest in
full if the revenue thresholds above have been met up to the point
of departure and there is a reasonable expectation of meeting the
remaining conditions other than share price, in consultation with
the Nominated Adviser.
Following the grant of options, the Company has outstanding
awards granted over 118,447,720 ordinary shares. The Company's
issued share capital is 467,343,673 ordinary shares.
Related Party Transaction
The grant of options to directors of the Company constitutes a
related party transaction pursuant to AIM Rule 13. As there are no
independent directors for the purposes of AIM Rule 13, the
Company's Nominated Adviser, SPARK Advisory Partners Limited,
considers that the terms of the grant of options are fair and
reasonable insofar as the Company's shareholders are concerned.
Additional Information
The following disclosures are made in accordance with the
requirements of the UK version of the EU Market Abuse Regulation
(2014/596) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented from time to
time, and provide detail in relation to the purchase of ordinary
shares by directors and other PDMRs in the Company.
NOTIFICATIONS AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name Steve Hull
Dr Arron Tolley
Dr David Bunka
Dean Fielding
Dr Adam Hargreaves
Andrew Rapson
Alastair Fleming
-------------------------------- -----------------------------------
Reason for the notification
2
---------------------------------------------------------------------
a) Position/status Executive Chairman
Chief Technical Officer
Chief Scientific Officer
Non-Executive Director
Non-Executive Director
Chief Financial Officer
Chief Operating Officer
-------------------------------- -----------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------------- -----------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
---------------------------------------------------------------------
a) Name Aptamer Group plc
-------------------------------- -----------------------------------
b) LEI 213800Y4XGH3WJNBE686
-------------------------------- -----------------------------------
Details of the transaction(s): section to be repeated for
4 (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 Ordinary shares of GBP0.001 each
the financial
instrument, type
of instrument
Identification GB00BNRRP542
code
b) Nature of the Grant of share options
transaction
-------------------------------- -----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1p 5,100,000
-----------
1p 35,837,305
-----------
1p 28,422,450
-----------
1p 3,725,000
-----------
1p 3,725,000
-----------
1p 12,750,000
-----------
1p 12,750,000
-----------
-------------------------------- ---------------------------------
d) Aggregated information
- Aggregated volume 102,309,755
- Price 1p each
e) Date of the transaction 9 October 2023
-------------------------------- -----------------------------------
f) Place of the transaction Off market
-------------------------------- -----------------------------------
- ENDS -
For further information, please contact:
Aptamer Group plc
Steve Hull +44 (0) 1904 217 404
SPARK Advisory Partners Limited - Nominated
Adviser
Andrew Emmott / Mark Brady / Adam Dawes +44 (0) 20 3368 3550
---------------------
Turner Pope Investments (TPI) Limited
- Broker
James Pope / Andrew Thacker +44 (0) 20 3657 0050
---------------------
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act
2018.
About Aptamer Group plc
Aptamer develops custom affinity binders through its proprietary
Optimer(R) platform to enable new approaches in therapeutics,
diagnostics, and research applications. The Company strives to
deliver transformational solutions that meet the needs of life
science researchers and developers through the use of its
proprietary Optimer platform.
Optimer binders are oligonucleotide affinity ligands that can
function as an antibody alternative. The global affinity ligand
market is currently worth over $170 billion. Optimer binders are
engineered to address many of the issues found with alternative
affinity molecules, such as antibodies, and offer new, innovative
solutions to bioprocessing, diagnostic and pharmaceutical
scientists.
Aptamer has successfully delivered projects for global pharma
companies, diagnostic development companies, and research
institutes covering a range of targets and applications with the
objective of establishing royalty-bearing licenses. Through the
unique Optimer technology and processes, scientists and
collaborators can make faster, more informed decisions that support
discovery and development across the Life Sciences.
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END
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