Last checked at 9 Jun 2020 07:00
Cambridge Cognition Holdings Plc
("Cambridge Cognition" or the "Company")
Grant of Options
Cambridge Cognition Holdings plc (AIM: COG), which develops and markets digital solutions to assess brain health, announces that on 8 June 2020, the Company granted options ("Options") over a total of 1,040,041 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") pursuant to the Company's EMI option scheme and the Company's unapproved option scheme.
Of these Options:
- 688,020 were granted to Persons Discharging Managerial Responsibilities ("PDMRs") on behalf of the Company;
Name | Role | Number of Options Granted | Total number of Options held following Grant | Total number of Ordinary Shares currently held | Percentage of Current Issued Share Capital currently held |
Matthew Stork | Chief Executive Officer | 196,429 | 529,287 | 125,000 | 0.40% |
Nicholas Walters | Chief Financial Officer | 60,000 | 60,000 | 300,826 | 0.97% |
Jennifer Barnett | Chief Scientific Officer | 66,365 | 182,865 | 7,213 | Under 0.01% |
Ricky Dolphin | Chief Technology Officer | 93,521 | 240,634 | - | - |
Fiona Cree | Chief Operating Officer | 76,500 | 156,857 | - | - |
Richard Cooper | Chief Commercial Officer | 111,786 | 111,786 | - | - |
Malcolm Gates | Director of Group Finance | 83,419 | 199,206 | - | - |
- 352,021 were granted to other employees of the Company.
Of the Options granted to PDMRs:
1. 641,429 are exercisable at a price of 28 pence per Ordinary Share from three years following the date of award until the tenth anniversary of the date of award, subject to satisfying the following performance criteria:
o 50% of the Options granted will vest if the average closing mid-market price of an Ordinary Share for any three month period exceeds 77.5 pence, with the price on the last day of that period being at least 70 pence, and the last day of this period being no later than 31 May 2023; and
o 50% of the Options granted will vest if the average closing mid-market price of an Ordinary Share for any three month period exceeds 115 pence, with the price on the last day of that period being at least 105 pence, and the last day of this period being no later than 31 May 2023.
2. 45,091 have been issued under a salary sacrifice scheme and are exercisable at a price of 1 pence per Ordinary Share from 1 November 2021 until 31 October 2023. These options were issued in exchange for a portion of salary being sacrificed amounting to £10,043 between May and July 2020.
3. The remaining 1,500 options are exercisable at a price of 1 pence per Ordinary Share from two years following the date of award until the tenth anniversary of the date of award. All of these Options are granted over shares already in issue and held by Cambridge Cognition Trustees Limited on behalf of the Employee Benefit Trust.
Of the options granted to other employees of the Company:
1. 250,000 are exercisable at a price of 28 pence per Ordinary Share from three years following the date of award until the tenth anniversary of the date of award, subject to satisfying the following performance criteria:
o 50% of the Options granted will vest if the average closing mid-market price of an Ordinary Share for any three month period exceeds 77.5 pence, with the price on the last day of that period being at least 70 pence, and the last day of this period being no later than 31 May 2023; and
o 50% of the Options granted will vest if the average closing mid-market price of an Ordinary Share for any three month period exceeds 115 pence, with the price on the last day of that period being at least 105 pence, and the last day of this period being no later than 31 May 2023.
2. 97,521 have been issued under a salary sacrifice scheme and are exercisable at a price of 1 pence per Ordinary Share from 1 November 2021 until 31 October 2023. These options were issued in exchange for a portion of salary being sacrificed amounting to £24,199 between May and July 2020.
3. The remaining 4,500 options are exercisable at a price of 1 pence per Ordinary Share from two years following the date of award until the tenth anniversary of the date of award. All of these Options are granted over shares already in issue and held by Cambridge Cognition Trustees Limited on behalf of the Employee Benefit Trust.
Following the grant of Options, the total number of Options outstanding over unissued Ordinary Shares is 2,220,219, representing approximately 7.12% of the Company's issued share capital.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Names | Jennifer Barnett - Chief Scientific Officer Fiona Cree - Chief Operating Officer Ricky Dolphin - Chief Technology Officer Richard Cooper - Chief Commercial Officer Malcolm Gates - Director of Group Finance Nicholas Walters - Chief Financial Officer Matthew Stork - Chief Executive Officer |
2. | Reason for the Notification | |
a) | Position/status | See 1(a) above for positions - all classified as PDMRs of the Company |
b) | Initial notification/ Amendment | Initial Notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Cambridge Cognition Holdings Plc |
b) | LEI | 213800SZKDIN122EPA96 |
4. | Details of the transaction(s): section to be repeated for (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 the Financial instrument, type of instrument | In each case, the grant of Options over Ordinary Shares on 8 June 2020
|
Identification code | GB00B8DV9647 | |
b) | Nature of the transaction | Grant of Options over Ordinary Shares
|
c) | Price(s) and volume(s) | Price: n/a Volumes: Matthew Stork - 196,429 Options Nicholas Walters - 60,000 Options Jennifer Barnett - 66,365 Options Ricky Dolphin - 93,521 Options Fiona Cree - 76,500 options Richard Cooper - 111,786 Options Malcolm Gates - 83,419 Options |
d) | Aggregated information: · Aggregated volume · Price | n/a |
e) | Date of the transaction | 8 June 2020 |
f) | Place of the transaction | Outside a trading venue |
The information communicated in this announcement is inside information for the purposes of Article 7 of EU Regulation 596/2014
Enquiries
Cambridge Cognition Holdings PLC | |
Matthew Stork, Chief Executive Officer Nick Walters, Chief Financial Officer | Tel: 01223 810 700 press@camcog.com |
finnCap Ltd (NOMAD and Joint Broker) | Tel: 020 7220 0500 |
Geoff Nash / Simon Hicks | (Corporate Finance) |
Alice Lane/ Manasa Patil | (Corporate Broking)
|
Dowgate Capital Limited (Joint Broker) David Poutney/ James Serjeant | Tel: 020 3903 7715 (Corporate Broking) |
IFC Advisory Limited (Financial PR and IR) | Tel: 020 3934 6630 |
Tim Metcalfe/ Graham Herring/ Zach Cohen |