Last checked at 11 Sep 2020 12:14
Oncimmune Holdings plc
("Oncimmune" or the "Company")
New Incentivisation Scheme for Senior Management, PDMR Notification and Significant Shareholder Notification
Oncimmune Holdings plc (AIM: ONC.L), the leading global immunodiagnostics group, today announces that it has put in place a new incentivisation scheme for its senior management (the "New Scheme") and that, pursuant to the New Scheme, options ("Options") to subscribe for an aggregate of up to 4,510,509 ordinary shares of £0.01 each in the Company ("Ordinary Shares") were granted on 10 September 2020 to each of Meinhard Schmidt, Chairman, Adam Hill, Chief Executive Officer, Matthew Hall, Chief Financial Officer and Ron Kirschner, General Counsel and Company Secretary (the "Senior Management").
The Options granted pursuant to the New Scheme each have an exercise price of £0.01 and will vest based on the Company's share price during the course of the next three years, between £2.00 and £3.50 ("Target Share Price") (as set out below), which aligns directly with shareholder value. The minimum number of Options to vest pursuant to the New Scheme is over 1,125,315 Ordinary Shares and the maximum number of Options to vest is over 4,510,509 Ordinary Shares. Once vested, Options (or resulting shares) must be held for a further two years, subject to certain exceptions and acceleration events. The Target Share Prices, allocations and vesting for the Senior Management are as follows:
Target Share Price* | |||||
£2.00 | £2.50 | £2.75 | £3.00 | £3.50 | |
Vesting | |||||
25% | 50% | 62.50% | 75% | 100% | |
Name | Total Number of Options Vested | ||||
Adam Hill | 741,187 | 1,482,374 | 1,852,968 | 2,223,562 | 2,964,749 |
Meinhard Schmidt | 164,083 | 328,167 | 410,209 | 492,251 | 656,335 |
Matthew Hall | 148,237 | 296,475 | 370,593 | 444,712 | 592,950 |
Ron Kirschner | 71,808** | 148,237 | 185,296 | 222,356 | 296,475 |
Total | 1,125,315 | 2,255,253 | 2,819,066 | 3,382,881 | 4,510,509 |
Percentage of issued share capital*** | 1.7% | 3.4% | 4.3% | 5.1% | 6.6% |
* Based upon the maximum average share price of Ordinary Shares for any 20 prior consecutive business days throughout the period to the vesting date, being the later of (a) the third anniversary of the date of grant and (b) the date falling 20 business days after the announcement of the Company's results for the financial year ended 31 May 2023. Prorated on a straight-line basis between the thresholds shown.
** Amount accounting for some options being taxed under an Enterprise Management Incentive scheme.
*** Based on current issued share capital assuming all options under the New Scheme at each Target Share Price are vested and exercised.
A further performance condition applies such that the Directors may reduce the vesting in the event that they determine that the Company's overall performance (including financial performance and shareholder experience) does not warrant the level of vesting.
The New Scheme is designed to incentivise Senior Management to continue the execution of the Company's strategy over the next three years. The final measurement date will be at the end of the scheme, being after three years from grant or 20 business days following the publication of the Company's results for the financial year ending 31 May 2023 (whichever is later), or may be measured at any accelerating event. No member of the Senior Management will be entitled to receive any further Options as part of the Company's employee incentivisation scheme until the end of FY2023/24.
The Options have been granted under the rules of the Company's 2016 Share Option Plan (the "Rules"), though subject to additional terms which include the ability for the Company to clawback the Options (or any shares resulting from exercise) in the event that malus by the relevant option holder is discovered within three years of the Option having vested. In accordance with the Rules, the Senior Management team will be responsible for all taxes arising from the vesting and exercise of the Options, including any National Insurance Contributions due to be paid by the Company (and such liabilities for employers' NICs have been reflected in the numbers of options granted to individuals to the extent they have this obligation).
As a result of the Options granted pursuant to the New Scheme, Senior Management's interests in the Company are as follows:
No. of Ordinary Shares | No. of Options | No. of warrants | Total | |
Adam Hill | 40,913 | 3,490,862 | - | 3,531,775 |
Meinhard Schmidt | 31,000 | 1,076,705 | 226,250 | 1,333,955 |
Matthew Hall | 11,935 | 888,436 | - | 900,341 |
Ron Kirschner | 1,652 | 526,738 | - | 528,390 |
Annalisa Jenkins, Chair of the Company's Remuneration Committee, commented: "Back in 2018 Oncimmune brought on board a new, world class, senior management team to take the company into its new phase. The team is successfully executing on the strategic plan to great effect, and as such, this award more closely aligns their interests with those of shareholders."
In connection with the Options granted pursuant to the New Scheme the Company has received the Notification of Major Holdings in shares from Adam Hill as set out below. In addition, this announcement, including the notification below, is made in accordance with the requirements of the EU Market Abuse Regulation, serves as 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)
| Name
| 1) Adam Hill 2) Meinhard Schmidt 3) Matthew Hall 4) Ron Kirschner | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| 1) Chief Executive Officer 2) Chairman 3) Chief Financial Officer 4) General Counsel and Company Secretary | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Oncimmune Holdings plc | |||
b)
| LEI
| 213800HCYIWT6YPI1I02 | |||
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 | Ordinary Shares of £0.01 each
| |||
Identification code | ISIN: GB00BYQ94H38 | ||||
b)
| Nature of the transaction
| Grant of options | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
1) £0.01 | 2,964,749 | ||||
2) £0.01 | 656,335 | ||||
3) £0.01 | 592,950 | ||||
4) £0.01 | 296,475 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | As above | ||||
- Price | |||||
e)
| Date of the transaction
| 10 September 2020 | |||
f)
| Place of the transaction
| Outside a trading venue | |||
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Oncimmune Holdings PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | ||||||
An acquisition or disposal of financial instruments | X | |||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Adam Hill | |||||
City and country of registered office (if applicable) | ||||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 10/09/2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 10/09/2020 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | 0.06% | 5.49% | 5.55% | 63,539,475 | ||
Position of previous notification (if applicable) | Under 3% | Under 3% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
GB00BYQ94H38 | 40,913 | 0.06% | |||||||
SUBTOTAL 8. A | 40,913 | 0.06% | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
Options | 21 April 2028 | 396,825 | 0.62 | ||||||
Options | 4 June 2030 | 129,288 | 0.20 | ||||||
Options | 8 September 2030 | 2,964,749 | 4.67 | ||||||
SUBTOTAL 8. B 1 | 3,490,862 | 5.49 | |||||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | X | |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | ||||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional informationxvi | ||||
Place of completion | London, United Kingdom
|
Date of completion | 10 September 2020
|
For further information:
Oncimmune Holdings plc
Adam Hill, Chief Executive Officer
Matthew Hall, Chief Financial Officer
contact@oncimmune.co.uk
Zeus Capital Limited (Nominated Adviser and Joint Broker)
Andrew Jones, Daniel Harris, Victoria Ayton
+44 (0)20 3829 5000
N+1 Singer (Joint Broker)
Aubrey Powell, Harry Gooden, Iqra Amin, James Fischer
+44 (0)20 7496 3000
WG Partners (Joint Broker)
David Wilson, Chris Lee
+44 (0)203 705 9321
Media enquiries:
FTI Consulting
Ben Atwell, Michael Trace, Alex Davis
Oncimmune@fticonsulting.com
+44 (0)20 3727 1000
About Oncimmune
Our intimate understanding of the human immune system enables us to harness its sophisticated response to disease to detect cancer earlier and to support the development of better therapies.
The key to improving cancer survival is early detection and better selection for therapy. As a company, we are driven by our passion to improve cancer survival and give people extra time. Oncimmune's immunodiagnostic test, EarlyCDT, can detect and help identify cancer on average four years earlier than standard clinical diagnosis.
The unique combination of our core technology and understanding of the immune system, powers our ImmunoINSIGHTS service; a proprietary platform that enables life science organisations to optimise drug development and delivery, leading to more effective, targeted as well as safer treatments for patients.
Oncimmune was founded in 2002 and launched its platform diagnostic technology in 2009, followed by the launch of its first commercial tests, EarlyCDT Lung and EarlyCDT Liver. To date, over 200,000 tests have been performed for patients worldwide. EarlyCDT Lung was also used in what is believed to be the largest randomised controlled trial for the early detection of lung cancer using biomarkers, the successful National Health Service (NHS) Early detection of Cancer of the Lung ("ECLS") trial of 12,209 high-risk smokers in Scotland. This trial demonstrated that EarlyCDT Lung reduced the incidence of patients with late-stage lung cancer or unclassified presentation at diagnosis, compared to standard clinical practice.
Oncimmune, headquartered at its laboratory facility in Nottingham, UK, has a discovery research centre in Dortmund, Germany and a partner representative office in Shanghai, China. Oncimmune joined the Alternative Investment Market (AIM) of the London Stock Exchange in May 2016 under the ticker ONC.L.
For more information, visit www.oncimmune.com