30 Sep 2020 07:01
Sensyne Health
("Sensyne", the "Company" or the "Group")
Long term incentive plan
Oxford, U.K. 30 September 2020: Sensyne Health plc (LSE: SENS), the UK Clinical AI company, today announces that the Board of Directors has agreed to establish a new long-term incentive plan (the "Value Creation Plan" or "VCP") for existing and new executive directors and senior management.
The Non-executive directors have consulted with a number of institutional shareholders on the VCP with a view to creating a simple incentive plan that aligns the potential rewards with shareholder returns and acts as an attractive mechanism in the Company's search for new talent in a competitive field. The key terms of the VCP are summarised below:
· Eligible participants will be granted a percentage of a pool of value created from the growth in value of Sensyne Health's share capital after a 5-year period ending 31 March 2025.
· The pool will not begin to accrue until the target rate of 10% p.a. growth is exceeded, with a varying percentage of the growth above the target funding the VCP (see table below).
· The final value of the VCP will be calculated based upon an average of the closing share price for the 3 months prior to the end date.
· Awards will be granted to executive directors as well as key members of senior management (25% for the CEO and the remainder distributed among senior management including a reserve for new hires).
· No value will be released to the participants for a period of 5 years from the date of creation of the VCP (with standard leaver clauses).
· Corporate activities, such as new share issues or acquisitions, will be excluded from the growth calculation.
· For the majority of employees, awards will be settled in shares. For Lord Drayson, awards may be settled in cash or a mix of cash and shares (to the extent that this is permissible under the City Code on Takeovers and Mergers.
· Lord Drayson will not accrue any benefit under the scheme until the share price reaches 175p.
The table below shows the proportion of growth to be allocated over the five-year period of the VCP. The VCP is capped and there is no further allocation to the VCP above a market capitalisation of £1 billion. By way of example, the total value of the VCP at a market capitalisation of £300 million would be c.£18.9 million.
Market cap up to: | Share of growth above hurdle |
£100m | 15% |
£150m | 12.5% |
£300m | 7.5% |
>£300m | 5% |
The forecast maximum dilution from the Plan would be 5.9%. Whilst this is in excess of the conventional 5% in 10 years, the Board believes this is justified to recruit and retain high calibre personnel in a competitive environment.
The VCP is considered to be a related party transaction under the AIM Rules for Companies by virtue of Lord Drayson's participation in the plan. The Non-executive directors, having consulted with Peel Hunt as the Company's nominated adviser, consider the terms of the VCP and the potential rewards to be fair and reasonable in so far as shareholders are concerned.
-ENDS-
For more information please contact:
Sensyne Health (www.sensynehealth.com) | +44 (0) 330 058 1845 |
Lord (Paul) Drayson PhD FREng, Chief Executive Officer | |
Michael Norris, Interim Chief Financial Officer | |
Peel Hunt LLP (Nominated Adviser and Joint Broker) |
+ 44 (0) 20 7418 8900 |
Dr Christopher Golden | |
James Steel | |
Oliver Jackson | |
Liberum (Joint Broker) | + 44 (0) 20 3100 2000 |
Bidhi Bhoma | |
Euan Brown | |
Consilium Strategic Communications | +44 (0) 7780 600290 |
Mary-Jane Elliott | |
Sukaina Virji | |
Melissa Gardiner | |
CSCsensynehealth@consilium-comms.com |
About Sensyne Health
Sensyne Health plc is a clinical AI company that works in partnership with the NHS to improve patient care and accelerate the discovery and development of new medicines. Sensyne Health is listed on the AIM Market of the London Stock Exchange (SENS.L).
For more information, please visit: www.sensynehealth.com