45p Share Price for 30 Consecutive Dealing Days or a Takeover26 Apr 2023 16:59
When I saw the RNS 17 April’23, I incorrectly assumed that RG had exercised his option over 2,880,000 shares at 4.5p. Thank you Bermuda and others for advising that this does not mean that RG had exercised his option. However, from a learning perspective I decided to look into this further and this is what I have managed to establish.
Lindy and RG were originally granted the following Share Options in July 2010.
Lindy 385,000 shares (of One Pence each) @ 45p Expiry 31.12.15
RG 288,000 shares (of One Pence each) @ 45p Expiry 31.12.15
Note The vesting criteria states “Conditional on the Company being sold for more than £25 million”.
Note also, the current options are 3,850,000 and 2,880,000 shares respectively (i.e. 10 X number of shares because the shares are now one tenth of a penny and option price is 4.5p which is one tenth of 45p):-
https://www.scancell.co.uk/grant-of-options
I refer also to page 6 (Note 1) of financial accounts for year end 30 April 2016 referring to these same share options, this states “Performance hurdle of 45p share price for 30 consecutive dealing days. In addition sale of company for in excess of £25 million”. (These options had an expiry date of 14 July 2020):-
https://www.scancell.co.uk/Data/Sites/1/media/fininfo/scancell-holdings-annual-report-30-april-2016-.pdf
A RNS was issued 4 September 2020 stating that new share options were issued on 30 July 2020 (For the same numbers of shares at 4.5p). These share options will expire on 30 July 2023 and replace previously issued share options that expired on 14 July 2020.
https://www.lse.co.uk/rns/SCLP/director-award-of-share-options-v0qz3514veilabd.html
I cannot see any reference to performance criteria so I do not know if it is still the same i.e. “Performance hurdle of 45p share price for 30 consecutive dealing days. In addition sale of company for in excess of £25 million”.
Going back to the RNS 17 April’23, this states “The block listing is expected to become effective on 20 April 2023. The Company will make six-monthly announcements of the utilisation of the block admission, in line with its obligations under AIM Rule 29.”
If the performance criteria is still the same, the 2,880,000 shares RG has an option over are sitting in the block listing waiting for the performance criteria to be fulfilled (either 45p share price for 30 consecutive dealing days or a takeover) before he can exercise his options.