18 Dec 2013 07:00
Imaginatik Plc
("Imaginatik" or "the Company")
Exercise and Grant of Options
Imaginatik plc (AIM: IMTK.L), the world's first full service innovation provider offering a range of technology products and consultancy, announces the exercise of options by certain directors under the Imaginatik plc Enterprise Management Incentive Scheme ("EMI Scheme"), the grant of options to certain directors and employees and the re-basing of options held by certain directors and employees.
Exercise of Options
As announced at the time of the Company's fundraise in May this year, pursuant to the Remuneration Re-investment Programme, further details of which were set out in the circular sent to shareholders on 26 April 2013, certain directors committed to subscribe for new ordinary shares of 0.0625 pence each ("Ordinary Shares") at a price of 0.0625 pence. The new Ordinary Shares were to be issued following the contractual exercise of options which were to be granted under the EMI Scheme in tranches between 31 May 2013 and 31 March 2014. To that end, on 17 December 2013, the following directors (and former director) have exercised the following options relating to those granted between 31 May and 30 November 2013 at a price of 0.0625 pence per Ordinary Share.
Director | EMI Scheme Options Exercised | Resulting Number of Shares Held | % of total issued share capital, as enlarged by the EMI Options | Remaining Options to vest under Remuneration Re-investment Scheme* |
Matt Cooper, Executive Chairman | 151,681,792 | 311,821,407 | 10.04 | 27,518,208 |
Shawn Taylor, CFO | 11,298,258 | 17,903,558 | 0.58 | 3,101,742 |
Nick Goss, former Director | 6,799,248 | 6,799,248 | 0.22 | 0 |
Total | 169,779,298 | 336,524,213 | 10.84 | 30,619,950 |
The remaining Options attributable to the Remuneration Re-investment programme are to vest between 31 December and 31 March 2014.
The Company therefore announces the allotment of 169,779,298 Ordinary Shares under its block listing facility which were issued for cash at a price of 0.0625 pence per Ordinary Share. The number of Ordinary Shares in issue is now 3,104,694,741. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of shares with voting rights in the Company is 3,104,694,741. This figure may be used by shareholders in the Company 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 share capital of the Company.
Grant of Options
The Company announces that on 17 December 2013, it awarded 53,460,000 new options over Ordinary Shares ("Options") to directors and employees as part of an annual grant as follows:
Matt Cooper and Shawn Taylor have been granted 4,000,000 and 3,200,000 Options respectively. The Options for Mr Cooper and Mr Taylor will be a combination of options issued under the EMI scheme as well as unapproved options.
Eligible employees of the Company have been granted 46,260,000 Options under the EMI scheme as well as the Imaginatik 2006 Stock Option Plan.
Furthermore, the Company has awarded 248,240,000 Options as part of a matching scheme for those directors and employees who participated in the fundraise in May this year, on the basis of 1 Option for each Ordinary Share subscribed for at the time of the fundraise, as follows:
Matt Cooper and Shawn Taylor have been granted 179,200,000 and 14,400,000 Options respectively which are a combination of those issued under the EMI scheme as well as unapproved options.
Other employees who participated in the fundraise have been granted a total of 54,640,000 Options under the EMI scheme as well as the Imaginatik 2006 Stock Option Plan.
All of the Options referred to above have an exercise price of 0.0842 pence per share, being the average of the closing mid price of an Ordinary Share for the three days ended 17 December 2013. 50 per cent. of the Options referred to above will vest after 2 years with the remaining 50 per cent. vesting after 3 years. There are no performance criteria attached to the above Options.
Re-basing of Options
Furthermore, the Company announces that on 17 December 2013, it re-based the exercise price of 61,166,666 existing Options from 1 pence to 0.0842 pence per share, being the average closing mid price of an Ordinary Share for the three days ending 17 December 2013. The re-based Options now have performance criteria attached such that they are linked to an improvement in the Company's financial performance and will only vest when the Company reaches financial break-even on an operating profit level (pre any adjustment for R&D tax credits) for any full financial year or upon a sale of the Company. Following the above transactions, the directors of Imaginatik hold the following Options:
Director | Existing Options* | Options cancelled | Option remaining to be issued under equity re-investment programme | New Options granted pursuant to annual grant and matching scheme | Total Options Held |
Matt Cooper, Executive Chairman | 19,722,500 | 0 | 27,518,208 | 183,200,000 | 230,440,708 |
Shawn Taylor, CFO | 14,841,000 | 0 | 3,101,742 | 17,600,000 | 35,542,742 |
David Gammon, Non Executive Director | 2,000,000 | 2,000,000 | 0 | 0 | 0 |
Simon Charles, Non Executive Director | 2,000,000 | 2,000,000 | 0 | 0 | 0 |
* Of which 19,062,500 in respect of Matt Cooper and 14,225,000 in respect of Shawn Taylor have been re-based as described above. Those in respect of David Gammon and Simon Charles have been cancelled.
Imaginatik now has 404,394,067 Options in issue, representing approximately 13.03% of the current issued share capital and 10.65% of the fully diluted share capital.
For further information please contact:
Imaginatik plc | Tel: 020 7917 2975 |
Matt Cooper, Executive Chairman / Shawn Taylor, CFO | |
finnCap Ltd | Tel: 020 7220 0500 |
Charlotte Stranner/ Victoria Bates | |
Newgate Threadneedle | Tel: 020 7653 9850 |
Caroline Evans-Jones / Hilary Millar | |
About Imaginatik
Imaginatik provides a range of Innovation solutions comprised of consultancy, enterprise software and program management to deliver innovation results to companies such as The World Bank, The Chubb Group of Insurance Companies, State Farm, Exxon Mobil, Pfizer, Goodyear, the Yorkshire Building Society, Pitney Bowes and Cargill. Few companies possess the internal capability to consistently generate fresh ideas, identify those worth pursuing and reliably transform them into real, value-enhancing assets. Imaginatik's mission is to help these companies build sustainable innovation competencies.
Imaginatik is a public company whose shares are traded on the AIM market of the London Stock Exchange (LSE:IMTK.L) and is a World Economic Forum Technology Pioneer with offices in Boston, MA, and Fareham, UK. For more information visit www.imaginatik.com.