19 Feb 2016 07:00
For immediate release
19 February 2016
FastForward Innovations Limited
("FastForward" or the "Company")
Grant of Options
FastForwardInnovations Limited (AIM: FFWD) announces that, following completion of the recent placings of new shares (raising in aggregate US$12.8 million in January and February 2016), following recommendation by the Remuneration Committee of the Board of Directors, the Board has approved the grant of the following options to Directors ("Options"):
Name | Granted | Number | % of issued shares on fully diluted basis | Exercise Price
|
Lorne Abony | 17/02/2016 | 12,131,548 | 8% | £0.20 |
Stephen Dattels | 17/02/2016 | 3,032,887 | 2% | £0.20 |
Jim Mellon | 17/02/2016 | 1,516,444 | 1% | £0.20 |
TOTAL | 16,680,879 | 11% |
Each option entitles the holder upon exercise to one ordinary share of 1p in the capital of the Company ("Ordinary Shares").Following the grant of the Options, 50 per cent.of the Options shall vest immediately, 25 per cent. of the Options shall vest after 12 months (subject to the weighted average price of the Company's ordinary shares rising above £0.25 for ten consecutive trading days), and the balance of 25 per cent. shall vest after 24 months (subject to the weighted average price of the Company's ordinary shares rising above £0.35 for ten consecutive trading days). Subject to vesting (which is accelerated in the event of a change of control), the Options may only be exercised while the party remains, or in the six month period after they cease to be, an "eligible employee" of the Company (as such term is defined in the Option Agreements) and within a five year term from the date of grant. The Options may be exercised on a cash-less basis subject to agreement of the Board at such time.
Following grant of the Options, FastForward has 17,535,910 shares under option representing 11.6 per cent.of its issued share capital (on a fully diluted basis).
Related Party Transaction
The grant of the Options to the Directorsrepresents a related party transaction under Rule 13 of the AIM Rules.
Accordingly, Mr Ian Burns and Mr Bryan Smith are the independent directors of the Company for the purposes of the grant of the Options, and each confirms that, having consulted with the Company's Nominated Adviser, the terms of the Options, and the respective awards of such Options to the Directors are fair and reasonable insofar as the Company's shareholders are concerned. In particular the Independent Directors noted that the exercise price of the Options is a 33 per cent. premium to the recent fundraising of the Company at £0.15, and the vesting conditions attached to 50 per cent. of the Options fully incentivise the management and leadership to create shareholder value over the next 24 months.
Mr Mellon, who chairs the Remuneration Committee, commented:"The Company has not previously granted any options to Directors having raised funds at 3.32p, 5p, 8p, and most recently 15p per share. Now that the Company is on a sound financial footing, it is the right time to properly incentivise the Company's management, and in particular Mr Abony as Chief Executive Officer. All of the Board, and recent investor group, have enormous faith in Mr Abony and this option package, at a premium to the current share price and 33% premium to the last funding round, with material vesting performance hurdles, aligns Mr Abony's interests absolutely with shareholders and provides significant incentive for him to deliver real shareholder growth."
For further information please visit www.fstfwd.coor contact:
James Biddle/ Michael Cornish (Nomad) Beaumont Cornish LimitedTel: +44 207 628 3396
Peterhouse Corporate Finance Limited Guy Miller/ Lucy Williams Tel: +44 (0) 207 469 0930 | Elysium Fund Management Limited PO Box 650 1st Floor Royal Chambers St Peter Port Guernsey GY1 3JX
Tel: +44 1481 810 100 Fax: +44 1481 810 120 e-mail: elysium@elysiumfundman.com |
CAUTIONARY STATEMENT
The AIM Market of London Stock Exchange plc does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. All statements, other than statements of historical fact, in this news release are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding potential values, the future plans and objectives of FastForwardInnovations Limited. There can be no assurance that such statements will prove to be accurate, achievable or recognisable in the near term.
Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. FastForwardInnovations Limited assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.