31 MARCH 2017
ImmuPharma PLC
New Employee Share Option Plan & Grant of Options
ImmuPharma PLC (LSE:IMM), ("ImmuPharma" or the "Company"), the specialist drug discovery and development company, announces that upon the recommendation of the Company's Remuneration Committee, a new 10 year employee share option plan was adopted on 30 March 2017 (the "Share Option Plan") to succeed the Company's previous share option scheme which expired in August 2016.
The implementation of this Share Option Plan is intended to align the interests of the Company's executive directors and eligible employees with shareholders, and to help attract talent in the future as the Company progresses its Phase III trial for Lupuzor™, with top line results estimated to be reported in Q1 2018.
The key terms of the Share Option Plan are summarised below:
· The Share Option Plan will be used to grant options over the Company's ordinary shares of 10p each ("Ordinary Shares") to ImmuPharma's employees and executive directors;
· The Company's non-executive directors or any self-employed individuals who provide consultancy services to the Company will not be granted options pursuant to the Share Option Plan;
· Under the Share Option Plan, up to 10% of the Company's issued share capital at any time is reserved for issuance, measured over a rolling ten year period. This limit takes into account Ordinary Shares or treasury shares already issued or used to satisfy option exercises in the preceding ten years and Ordinary Shares or treasury shares that could be issued or used to satisfy existing options;
· The Company's Remuneration Committee may impose performance conditions over the grant of options and these conditions may be varied, substituted or waived as deemed appropriate by the Remuneration Committee; and
· Options will be granted with an exercise price equal to the market value of the Company's shares at the date of grant, i.e. the closing mid-market price from the preceding business day.
Following the implementation of the Share Option Plan, the Remuneration Committee has approved the grant of options over 3,250,000 Ordinary Shares to certain of its Directors and employees representing 2.45% of ImmuPharma's Ordinary Shares and total voting rights on a fully diluted basis. The exercise price for these options is 50.25 pence being the closing middle market share price on 30 March 2017. The options will vest after three years and are exercisable between three and ten years from the date of grant.
The amount of options granted to Directors are summarised in the following table:
Director |
Options Granted |
Dimitri Dimitriou |
1,000,000 |
Robert Zimmer |
1,000,000 |
Following this grant of options, the total number of share options outstanding will be 6,733,850 representing 5.1% of ImmuPharma's Ordinary Shares and total voting rights on a fully diluted basis.
Messrs Dimitriou and Zimmer currently have the following interests in Ordinary Shares:
Director |
Number of Ordinary Shares |
% of issued share capital at 31 March 2017 |
Dimitri Dimitriou |
25,344,514 |
19.12 |
Robert Zimmer |
3,567,430 |
2.69 |
Following the grant of options, Messrs Dimitriou and Zimmer will have the following interests in share options in the Company:
Director |
Number of options |
Exercise Price |
Expiry Date |
Dimitri Dimitriou |
140,000 140,000 1,000,000 |
76.8p 86.5p 50.25p |
31.07.2017 04.02.2019 30.03.2027 |
Robert Zimmer |
150,000 150,000 1,000,000 |
76.8p 86.5p 50.25p |
31.07.2017 04.02.2019 30.03.2027 |
The implementation of the Share Option Plan constitutes a related party transaction pursuant to AIM Rule 13. The Company's non-executive directors, who are not party to the Share Option Plan and are therefore independent directors for these purposes, having consulted with the Company's Nominated Adviser, consider the terms of the Share Option Plan to be fair and reasonable insofar as ImmuPharma's shareholders are concerned.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
Ends
For further information please contact:
ImmuPharma plc (www.immupharma.org) |
+ 44 (0) 20 7152 4080 |
Tim McCarthy, Chairman |
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Lisa Baderoon, Head of Investor Relations Twitter: @immupharma |
+ 44 (0) 7721 413496 |
Northland Capital Partners Limited (NOMAD & Broker) Patrick Claridge, David Hignell, Michael Mackintosh, Corporate Finance Rob Rees, Corporate Broking |
+44 (0)20 3861 6625 |
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