RNS out22 Jan 2025 07:09
Proposed Share Option Scheme
Mindflair plc (AIM: MFAI), the company investing in next generation technology focused on AI, announces the proposed adoption of a new Share Option Scheme (the "Scheme") and the issue of options.
Rationale for the Scheme
The adoption of the Scheme underscores the Company's commitment to the aligning of the interests of its management team to those of its shareholders and to compensate the management team for the waiving and reduction of cash remuneration over the last 12 months in order to conserve the cash resources of the Company over a difficult period in financial markets. Furthermore, whilst not being a requirement, the Company has specifically made the Scheme subject to shareholder approval which is consistent with the Company's ethos of working closely with and in the interest of its shareholders.
The Scheme
The Company has conditionally granted 41,500,000 options, in aggregate, with an exercise price equal to nominal value of the Company's ordinary shares, over new ordinary shares in the Company ("Ordinary Shares"), which would represent 7.8% of the Company's current issued share capital, subject to the Scheme being approved by shareholders at the Company's next general meeting. The recipients and details of the Scheme are set out below:
Name
Date of issue
Position
Options
Exercise Price
Maturity
Nicholas Lee
22/01/2025
Director
28,000,000
0.25p
22 January 2035
David Palumbo
22/01/2025
Non-Executive Director
8,500,000
0.25p
22 January 2035
Robert Porter
22/01/2025
Employee
5,000,000
0.25p
22 January 2035
Nicholas Lee, a Director of the Company, has been conditionally granted 28,000,000 options over new Ordinary Shares. These options vest as follows:
· 9,333,333 options vest following shareholder approval ("First Tranche");
· 9,333,333 options vest upon the Company's share price increasing to 2.5 pence per Ordinary Share, measured over a consecutive 5-day period (a circa 130% increase from the current share price); and
· the remaining options vest upon the Company's share price increasing to 34.0 pence per Ordinary Share, measured over a consecutive 5-day period (a circa 260% increase from the current share price).
David Palumbo, Non-Executive Director, and Robert Porter, an employee of the Company, have been conditionally granted 8,500,000 and 5,000,000 options, respectively. These options vest in three equal tranches subject to time-based milestones:
· one third of the options granted shall vest following shareholder approval ("First Tranche");
· one third of the options granted shall vest on 22 January 2026; and
· one third of the options granted shall vest on 22 January 2027.
The current grant of options under the Scheme amounts to 7.8% of the Company's current issued share capital, although the Scheme will permit the issuance of
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