10 Feb 2022 07:30
nanosynth group plc
("nanosynth" the "Company" or the "Group")
CEO remuneration changes and Issue of Options and Bonuses
The Board of nanosynth is pleased to announce the following:
Amendment to Mark Duffin's Existing Options
As announced on 1 September 2021, Mr. Mark Duffin, CEO of the Company, was granted share options over 5% of the Company's share capital at the time as part of his remuneration package, in accordance with the Company's EMI Share Scheme approved by shareholders at the Company's Annual General Meeting in August 2021 ("Existing Options").
The Existing Options were exercisable in various tranches at prices varying from 1.00p to 4.00p and were subject to various additional conditions including the requirement for the Company's 20 day volume weighted average share price to exceed the exercise price within certain timeframes.
In recognition and as consideration for the significant additional hours Mr Duffin is working, and also to further incentivise him to continue to work towards raising value for the shareholders, the Remuneration Committee has i) amended the exercise price per Existing Option to 1 pence per share in relation to all the option shares and ii) removed all Performance Conditions.
The Existing Options will all now vest immediately and are exercisable up until the 7th anniversary of 1st September 2021, being the date they were granted, as long as Mark Duffin remains with the Company.
Acquisition bonuses for CEO and COO
As part of its growth strategy, the Company intends to grow by acquisition. To incentivise the CEO and COO to complete a significant acquisition, Mr Duffin and Mr McNamara will receive the following, conditional on an acquisition that increases the market capitalisation of the Company by at least £10 million (discounting any new shares issued as a consequence of the acquisition or any fund raise) ("Significant Acquisition"), being successfully completed:
1. Mr Duffin has been granted the option to acquire an additional 37,981,439 ordinary shares of the Company, exercisable at 1 pence each, which will vest from the date of successful completion of a Significant Acquisition and shall be exercised within 7 years ("New CEO Options").
2. Mr Duffin will receive a cash bonus in the sum of £270,000, payable upon successful completion of a Significant Acquisition.
3. Mr McNamara has been granted the option to acquire 56,972,159 ordinary shares of the Company, exercisable at 1 pence each, which will vest from the date of successful completion of a Significant Acquisition and shall be exercised within 7 years ("COO Options").
4. Mr McNamara will receive a cash bonus of £180,000, payable upon successful completion of a Significant Acquisition.
The New CEO Options and COO Options will be issued in accordance with the Company's EMI Share Scheme approved by shareholders at the Company's Annual General Meeting in August 2021.
Related Party Transactions
Mr. Duffin, as a director of the Company, is considered to be a "related party" as defined under the AIM Rules and accordingly, the amendment to the terms of the Existing Options and the proposed cash bonus to Mr. Duffin are deemed to be related party transactions pursuant to Rule 13 of the AIM Rules.
Richard Clarke, Dr Felicity Sartain and Dr Gareth Cave, being the Directors independent of the transaction, consider, having consulted with SP Angel Corporate Finance LLP, the Company's Nominated Adviser, that the amendment to the terms of the Existing Options, and the proposed cash bonus to Mr. Duffin, are fair and reasonable insofar as the Company's shareholders are concerned.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside is now considered to be in the public domain.
nanosynth group plc Mark Duffin (Chief Executive Officer)
| via IFC Advisory
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SP Angel Corporate Finance LLP Nominated Adviser and Joint Broker Stuart Gledhill Caroline Rowe
| +44 20 3470 0470
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IFC Advisory Ltd Graham Herring Zach Cohen | +44 20 3934 6630
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NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
a) | Name: | 1. Mark Duffin 2. Jeremy McNamara | ||||||||
2. | Reason for the notification | |||||||||
a) | Position/status: | 1. CEO 2. COO | ||||||||
b) | Initial notification/Amendment: | Initial notification | ||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
a) | Name: | Nanosynth group plc | ||||||||
b) | LEI: | 213800VR2P5DDQHYZO48 | ||||||||
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: Identification code: | Ordinary Shares of 0.01 pence each GB00BFX0ZN92 | ||||||||
b) | Nature of the transaction: | Grant of options | ||||||||
c) | Price(s) and volume(s): | 1.
2.
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d) | Aggregated information: Aggregated volume: Price: |
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e) | Date of the transaction: | 10 February 2022
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f) | Place of the transaction: | Outside a trading venue | ||||||||