9 October 2023

Aptamer Group plc

("Aptamer", the "Company" or the "Group")

Grant of Options and Related Party Transaction

Aptamer Group plc (AIM: APTA), the developer of novel Optimer^® binders to enable innovation in the life sciences industry, today announces that it has granted options to subscribe for up to 116,835,918 new ordinary shares to Directors and staff.  These awards were set out in the circular and notice of general meeting sent to shareholders on 31 July 2023.

Background to the awards

In August 2023, the Company successfully completed a fundraising without which the Company would in all likelihood have entered an insolvency process.  In connection with the fundraising, the Company was changed extensively with the return of Stephen Hull as Executive Chairman (Steve had been chairman prior to the IPO in 2021) and Dr Arron Tolley as Chief Technical Officer (Arron was a founder and had been CEO until April 2023), and the appointment of Dr Adam Hargreaves and Dean Fielding as independent non-executive directors.

The proposed options are designed to provide a material incentive to the  Directors and other staff, but on stretching revenue and share price performance criteria as set out below, which include achieving returns of at least 4-times and up to 50-times the 1p option exercise price.  60% of the options only vest if the prevailing share price reaches 10-times the option exercise price.

Therefore, although the total potential dilution is unusually high at 25%, the structure is such that the Company must deliver exceptional gains to shareholders before the options vest.  As part of the recent fundraising, the structure described above and further below was put to investors.  In addition, a specific resolution to create the authority to issue shares in connection with the share options was included along with the resolutions giving effect to the July/August 2023 placing and was approved by investors.

The Non-executive Directors and Executive Chairman are also receiving awards.  Against a very challenging background for the Company, being able to provide equity participation was the most appropriate way to bring a suitable team onto the board to support and challenge the executive.  Ordinary cash compensation would not have been sufficient to persuade any of the individuals appointed to join the Company. 

Details of the awards and terms

The following awards have been made:

Dr Arron Tolley has agreed to the cancellation of 700,000 existing options with an exercise price of 7.675p each and Dr David Bunka has agreed to the cancellation of 32,600 and 61,400 existing options with exercise prices of 15.54p and 7.675p each respectively.

The new options will have an exercise price of 1p, which is equal to the price at which the Company's fundraise was completed in July/August of this year.

The new options will be subject to stretching performance targets as follows:

(i)   16 per cent, on announcement of FY24 audited results in line with expectations and the share price having remained at or above 4 times the issue price for at least 3 months;

(ii)   24 per cent, on announcement of FY25 audited results in line with expectations and the share price having remained at or above 7 times the issue price for at least 3 months;

(iii)  40 per cent, on announcement of FY26 audited results in line with expectations and the share price having remained at or above 10 times the issue price for at least 3 months;

(iv)  10 per cent, on announcement of FY26 audited results in line with expectations and the share price having remained at or above 30 times the issue price for at least 3 months; and

(v)  10 per cent, on announcement of FY26 audited results in line with expectations and the share price having remained at or above 50 times the issue price for at least 3 months.

All in the money share options would vest in the event that the Company is acquired (or in the event of a transaction with a similar effect).

The interpretation of "in line with expectations" will require consultation with the Company's Nominated Adviser in each case.

Dr Arron Tolley and Dr David Bunka must remain employed for their options to vest.  With regard to the options awarded to the Non-Executive Directors and Executive Chairman, these can vest in full if the revenue thresholds above have been met up to the point of departure and there is a reasonable expectation of meeting the remaining conditions other than share price, in consultation with the Nominated Adviser.

Following the grant of options, the Company has outstanding awards granted over 118,447,720 ordinary shares. The Company's issued share capital is 467,343,673 ordinary shares.

Related Party Transaction

The grant of options to directors of the Company constitutes a related party transaction pursuant to AIM Rule 13. As there are no independent directors for the purposes of AIM Rule 13, the Company's Nominated Adviser, SPARK Advisory Partners Limited, considers that the terms of the grant of options are fair and reasonable insofar as the Company's shareholders are concerned.

Additional Information

The following disclosures are made in accordance with the requirements of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time, and provide detail in relation to the purchase of ordinary shares by directors and other PDMRs in the Company.

NOTIFICATIONS AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

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For further information, please contact:

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

About Aptamer Group plc

Aptamer develops custom affinity binders through its proprietary Optimer^® platform to enable new approaches in therapeutics, diagnostics, and research applications. The Company strives to deliver transformational solutions that meet the needs of life science researchers and developers through the use of its proprietary Optimer platform.

Optimer binders are oligonucleotide affinity ligands that can function as an antibody alternative. The global affinity ligand market is currently worth over $170 billion. Optimer binders are engineered to address many of the issues found with alternative affinity molecules, such as antibodies, and offer new, innovative solutions to bioprocessing, diagnostic and pharmaceutical scientists.

Aptamer has successfully delivered projects for global pharma companies, diagnostic development companies, and research institutes covering a range of targets and applications with the objective of establishing royalty-bearing licenses. Through the unique Optimer technology and processes, scientists and collaborators can make faster, more informed decisions that support discovery and development across the Life Sciences.