For immediate release |
21 December 2018 |
ANGLE plc ("the Company")
Issue of LTIP Options and Share Options
ANGLE plc (AIM: AGL; OTCQX: ANPCY), a world-leading liquid biopsy company, announces that, at the recommendation of certain of its major shareholders, it has established a Long-Term Incentive Plan ("LTIP") under the Remuneration Policy approved by the shareholders at the Annual General Meeting on 30 October 2018.
The Remuneration Committee has approved the grant under the LTIP of options (the "LTIP Options") over a maximum of 6,000,000 ordinary shares of £0.10 ("Ordinary Shares"), dependent on certain strict performance conditions, to the Company's executive directors. Separately the Remuneration Committee has also approved the issue of up to 4,000,000 share options under its existing share option plans to certain staff (the "Staff Share Options").
Following the issue of these options, the Company will have outstanding options over a total of up to 20,555,806 Ordinary Shares, representing approximately 12% of its issued and to be issued share capital, which is within the approved limit of up to 16%.
The exercise price for the Staff Share Options is 38.5 pence per Ordinary Share, representing the Company's closing mid-market share price on 20 December 2018, being the latest practicable date prior to this announcement. The Staff Share Options are subject to certain service and/or performance conditions over a three year period.
The LTIP Options have performance conditions as set out below, a performance period of three years and an additional holding period of two years. Subject to the rules of the LTIP, awards will vest only to the extent that the performance conditions have been met at the end of the performance period and the underlying shares may only be traded once the holding period is completed. The LTIP Options contain normal "good leaver", "bad leaver" and change of control provisions, and malus and clawback provisions will apply under certain circumstances.
The intention of the LTIP is to reward tangible increases in shareholder value. The performance conditions for the LTIP Options relate to the compound annual growth rate (CAGR) of the share price over the three year performance period. As different levels of performance are achieved the number of shares that vest increases up to a maximum as set out below:
|
|
Allocation of LTIP options |
Share price CAGR |
Multiple of share price |
Proportion vesting |
Andrew Newland |
Ian Griffiths |
Total |
< 40% |
< 2.7 |
0% |
0 |
0 |
0 |
> 40% |
> 2.7 |
20% |
720,000 |
480,000 |
1,200,000 |
> 55% |
> 3.7 |
50% |
1,800,000 |
1,200,000 |
3,000,000 |
> 75% |
> 5.4 |
100% |
3,600,000 |
2,400,000 |
6,000,000 |
|
|
|
|
|
|
|
The non-executive directors of the Company do not hold share options.
As at 20 December 2018, the Company has 143,486,522 Ordinary Shares in issue.
The below notification made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Andrew Newland |
2 |
Reason for the notification |
a) |
Position/status |
Chief Executive Officer |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
ANGLE plc |
b) |
LEI |
213800BY11K6W3NMS374 |
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 Identification code |
Options over Ordinary shares of 10p each ISIN: GB0034330679 |
b) |
Nature of the transaction |
Grant of nil-cost LTIP options over ordinary shares under the ANGLE plc LTIP Scheme |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
Nil |
Up to 3,600,000 dependent on performance |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
21 December 2018 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Ian Griffiths |
2 |
Reason for the notification |
a) |
Position/status |
Finance Director |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
ANGLE plc |
b) |
LEI |
213800BY11K6W3NMS374 |
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 Identification code |
Options over Ordinary shares of 10p each ISIN: GB0034330679 |
b) |
Nature of the transaction |
Grant of nil-cost LTIP options over ordinary shares under the ANGLE plc LTIP Scheme |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
Nil |
Up to 2,400,000 dependent on performance |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
21 December 2018 |
f) |
Place of the transaction |
Outside a trading venue |
For further information ANGLE:
ANGLE plc |
+44 (0) 1483 343434 |
Andrew Newland, Chief Executive Ian Griffiths, Finance Director |
|
finnCap Ltd (NOMAD and Joint Broker) Corporate Finance - Carl Holmes, Simon Hicks, Max Bullen-Smith ECM - Alice Lane |
+44 (0)20 7220 0500 |
WG Partners (Joint Broker) Nigel Barnes, Nigel Birks, Andrew Craig, Chris Lee |
+44 (0) 203 705 9330 |
FTI Consulting Simon Conway, Mo Noonan, Stephanie Cuthbert Matthew Ventimiglia (US) |
+44 (0) 203 727 1000 +1 212 850 5612 |
For Frequently Used Terms, please see the Company's website on http://www.angleplc.com/the-parsortix-system/glossary/
This announcement contains inside information.
Notes for editors
About ANGLE plc www.angleplc.com
ANGLE is a world leading liquid biopsy company with sample to answer solutions. ANGLE's proven patent protected platforms include an epitope-independent circulating tumor cell (CTC) harvesting technology and a downstream analysis system for cost effective, highly multiplexed analysis of nucleic acids and proteins.
ANGLE's cell separation technology is called the ParsortixTM system and it enables a liquid biopsy (simple blood test) to be used to provide the cells of interest. Parsortix is the subject of granted patents in Europe, the United States, Canada, India, China, Japan and Australia and three extensive families of patents are being progressed worldwide. The system is based on a microfluidic device that captures live cells based on a combination of their size and compressibility. The Parsortix system has a CE Mark in Europe for the indicated use and FDA clearance is in process for the United States.
ANGLE's analysis technology for proteins and nucleic acids of all types is called the Ziplex® platform and is based on a patented flow through array technology. It provides for low cost, highly multiplexed, rapid and sensitive capture of targets from a wide variety of sample types. A proprietary chemistry approach allows for the capture and amplification of over 100 biomarkers simultaneously in a single reaction. The Ziplex system is ideal for measuring gene expression and other markers directly from Parsortix harvests.
ANGLE's proprietary technologies can be combined to provide automated, sample to answer results in both centralised laboratory and point -of-use cartridge formats.
Furthermore, ANGLE has established formal collaborations with world-class cancer centres. These Key Opinion Leaders are working to identify applications with medical utility (clear benefit to patients), and to secure clinical data that demonstrates that utility in patient studies. Details are available here http://www.angleplc.com/the-company/collaborators/
