Last checked at 1 Feb 2018 07:00
Scancell Holdings Plc
('Scancell' or the 'Company')
Grant of Options to Directors
Scancell, the developer of novel immunotherapies for the treatment of cancer, announces that on 31st January 2018 it has granted share options to acquire ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") to certain of its executive directors ("Options") as follows:
Director | No of Options Granted | Total options held as a percentage of issued share capital | |
Dr Cliff Holloway, CEO | 3,000,000 | 0.96% |
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Professor Lindy Durrant, CSO | 9,000,000 | 4.17% |
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Dr Sally Adams, CDO | 2,500,000 | 0.88% |
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The Options have an exercise price of 10.5 pence each. Dr Cliff Holloway's options will vest over a period of three years in three equal tranches from 31 January 2018. 5,333,334 of Professor Lindy Durrant's Options will vest on grant, with 1,833,333 after one year and the remaining 1,833,333 vesting after the second year. 1,166,666 of Dr Sally Adams' Options will vest on grant, with 666,667 vesting after one year and the remaining 666,667 vesting after the second year. The Options are also subject to a target share price of 22 pence which must be maintained for 30 consecutive dealing days and equates to an over doubling in the current market value of the company.
In addition to the grant of options to the executive directors, the Company has also granted 500,000 options to Keith Green, Director of Finance, with 166,667 options vesting on grant, 166,667 vesting after one year and the remaining 166,666 vesting after the second year. 482,576 share options will also be issued to staff members under an EMI approved scheme.
The Scancell Board is conscious of the need to ensure that long term incentive plans ("LTIP") for both directors and staff are aligned with the interests of the Company's shareholders. The process of ensuring that the LTIP is effective in its goal of motivating and rewarding our executives is on-going and in determining the quantum of share options to be awarded the remuneration committee consults with major shareholders, advisers and external consultants and considers the LTIP of equivalent listed companies in the industry.
The Company also announces the following changes to the existing share option plans.
The share price hurdle criteria of the option over 3,850,000 Ordinary Shares granted to Professor Lindy Durrant in 2010, the option over 2,880,000 Ordinary Shares granted to Dr Richard Goodfellow in 2010 and the option over 3,000,000 Ordinary Shares granted to Dr John Chiplin in 2016 have also been changed to 22 pence for 30 consecutive dealing days, equivalent to double the current market value of the Company. Finally, the options over 3,500,000 Ordinary Shares granted to Professor Lindy Durrant in 2013 with an exercise price of 33 pence and the options over 500,000 Ordinary Shares granted to Dr Sally Adams in 2014 with an exercise price of 30.5 pence have both been cancelled.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").
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 | Dr Cliff Holloway | |
2 | Reason for the notification | ||
a) | Position/status | Chief Executive Officer and PDMR | |
b) | Initial notification/Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Scancell Holdings plc | |
b) | LEI | 2138008RXEG856SNP666 | |
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 | Options to acquire Ordinary Shares | |
b) | Nature of the transaction | Grant of options to acquire Ordinary Shares | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
10.5 pence | 3,000,000 | ||
d) | Aggregated information - Aggregated volume - Price | N/A (Single transaction) | |
e) | Date of the transaction | 31 January 2018 | |
f) | Place of the transaction | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Professor Lindy Durrant | |
2 | Reason for the notification | ||
a) | Position/status | Chief Scientific Officer and PDMR | |
b) | Initial notification/Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Scancell Holdings plc | |
b) | LEI | 2138008RXEG856SNP666 | |
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 | Options to acquire Ordinary Shares | |
b) | Nature of the transaction | Grant of options to acquire Ordinary Shares | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
10.5 pence | 9,000,000 | ||
d) | Aggregated information - Aggregated volume - Price | N/A (Single transaction) | |
e) | Date of the transaction | 31 January 2018 | |
f) | Place of the transaction | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Dr Sally Adams | |
2 | Reason for the notification | ||
a) | Position/status | Chief Development Officer and PDMR | |
b) | Initial notification/Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Scancell Holdings plc | |
b) | LEI | 2138008RXEG856SNP666 | |
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 | Options to acquire Ordinary Shares | |
b) | Nature of the transaction | Grant of options to acquire Ordinary Shares | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
10.5 pence | 2,500,000 | ||
d) | Aggregated information - Aggregated volume - Price | N/A (Single transaction) | |
e) | Date of the transaction | 31 January 2018 | |
f) | Place of the transaction | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Keith Green | |
2 | Reason for the notification | ||
a) | Position/status | Director of Finance and PDMR | |
b) | Initial notification/Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Scancell Holdings plc | |
b) | LEI | 2138008RXEG856SNP666 | |
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 | Options to acquire Ordinary Shares | |
b) | Nature of the transaction | Grant of options to acquire Ordinary Shares | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
10.5 pence | 500,000 | ||
d) | Aggregated information - Aggregated volume - Price | N/A (Single transaction) | |
e) | Date of the transaction | 31 January 2018 | |
f) | Place of the transaction | Outside a trading venue | |
For Further Information:
Dr John Chiplin, Chairman Dr Cliff Holloway, CEO | Scancell Holdings Plc | +1 858 900 2646 +44 (0) 20 3727 1000 |
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Freddy Crossley (Corporate Finance) Tom Salvesen (Corporate Broking) | Panmure Gordon & Co | +44 (0) 20 7886 2500 +44 (0) 20 7886 2500 |
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Mo Noonan/Simon Conway | FTI Consulting | +44 (0) 20 3727 1000 |
About Scancell
Scancell is developing novel immunotherapies for the treatment of cancer based on its ImmunoBody® and Moditope® technology platforms.
Scancell's first ImmunoBody®, SCIB1 is being developed for the treatment of melanoma. Data from the Phase 1/2 clinical trial demonstrate that SCIB1, when used as monotherapy, has a marked effect on tumour load, produces a melanoma-specific immune response and highly encouraging survival trend without serious side effects. In patients with resected disease there is increasing evidence to suggest that SCIB1 may delay or prevent disease recurrence.
Scancell's ImmunoBody® vaccines target dendritic cells and stimulate both parts of the cellular immune system: the helper cell system where inflammation is stimulated at the tumour site and the cytotoxic T-lymphocyte or CTL response where immune system cells are primed to recognise and kill specific cells.
Pre-clinical data on a combination of SCIB1 or SCIB2 and checkpoint inhibition (blockade of the PD-1 or CTLA-4 immune checkpoint pathways) have shown enhanced tumour destruction and significantly longer survival times than when either treatment was used alone.
Scancell has also identified and patented a series of modified epitopes that stimulate the production of killer CD4+ T cells that destroy tumours without toxicity. The Directors believe that the Moditope® platform could play a major role in the development of safe and effective cancer immunotherapies in the future.