EMI share option and Joint Share Ownership awards
June 10 2010 - 9:35AM
UK Regulatory
TIDMLPX
RNS Number : 4181N
Lipoxen PLC
10 June 2010
+---------------------------------+---------------------------------+
| For immediate release | 10 June 2010 |
+---------------------------------+---------------------------------+
Lipoxen plc
("Lipoxen" or the "Company")
EMI share option and Joint Share Ownership awards
Lipoxen PLC (AIM: LPX), a bio-pharmaceutical company specialising in the
development of high-value differentiated biologicals, vaccines and siRNA
delivery, announces that on 10th June 2010, Scott Maguire (CEO) and Colin Hill
(CFO) - each being a Director of the Company - were made awards under the
Company's Enterprise Management Incentive (EMI) share option scheme and also
under the Company's Joint Share Ownership Plan (JSOP/the Plan) which was adopted
at the 2009 Annual General Meeting on 24 July 2009.
The table of awards, vesting criteria and exercise prices is set out below:
+----------------+----------------+-----------+------------+-----------+---------+
| Vesting | Scott Maguire | Colin Hill | Share |
| | | | price |
| | | | hurdle |
| | | |(pence) |
| | | | ** |
+ +----------------------------+------------------------+ +
| | EMI | JSOP | | EMI | JSOP |
+----------------+----------------+-----------+------------+-----------+---------+
| Immediately | 1,547,096 | 614,575 | 1,323,396* | NIL | n/a |
+----------------+----------------+-----------+------------+-----------+---------+
| Performance | | | | | |
| based | | | | | |
+----------------+----------------+-----------+------------+-----------+---------+
| Tranche 1 | 0 | 1,080,836 | 74,566 | 487,131 | 20.00 |
+----------------+----------------+-----------+------------+-----------+---------+
| Tranche 2 | 0 | 1,080,836 | 74,566 | 487,131 | 40.00 |
+----------------+----------------+-----------+------------+-----------+---------+
| Tranche 3 | 0 | 1,080,837 | 74,568 | 487,132 | 100.00 |
+----------------+----------------+-----------+------------+-----------+---------+
| TOTAL | 1,547,096 | 3,857,084 | 1,547,096 | 1,461,394 | |
+----------------+----------------+-----------+------------+-----------+---------+
* Includes 200,000 EMI options re-granted following the surrender on 9 June
2010 of 400,000 options granted to Colin Hill on 31 July 2007.
** For the performance-based awards respectively
EMI Options
All EMI share options are exercisable at a price of 11 pence per share subject
to the performance criteria being met.
The EMI options are granted within the scope and terms of the EMI Scheme as
approved by shareholders at the AGM held on 24 July 2009
Joint Share Ownership Plan
Under the terms of the Plan each director has acquired, jointly with the trustee
of a newly-formed employees' share trust ("the Trustee"), an interest as
beneficial joint owner in the number of shares as noted above, being ordinary
shares of 0.5p each in the capital of the Company ("the Jointly-Owned Shares")
upon and subject to the terms of a joint ownership agreement ("JOA") entered
into in pursuance of the Company's Executive Shared Ownership Plan (which was
approved by ordinary resolution of shareholders on 24 July 2009).
The Jointly-Owned Shares have been issued to the Trustee and the Directors at a
price of 7.75p per share, this being the quoted price of a share in the Company
at the close of business on Tuesday 8th June 2010 when such awards were approved
by a committee of the non-executive directors acting as the Remuneration
Committee. Of the aggregate subscription monies (GBP412,182.11), the allocation
of the Unrestricted Market Value of the shares (totalling GBP6,488.54) acquired
by each Director is noted below, such sums having been paid by each director
with the balance having been paid by the Trustee out of monies advanced on loan
to the Trustee by the Company.
Scott Maguire: GBP4,705.64
Colin Hill: GBP1,782.90
Application will be made for such shares, which will rank pari passu in all
respects with the existing issued share capital of the Company, to be admitted
to trading on AIM which is expected on Tuesday 15th June 2010.
When the jointly owned shares are sold each Director will be entitled to
receive, in respect of jointly owned shares in which his interest has vested,
the growth in the market value of such shares above 7.75p per share plus
interest on that price of 7.75p per share accruing over a period of up to 5
years at a rate of 8.387% per annum - being an 11.0 pence Threshold amount at
the end of such period
The effect of the above is that 100% of all of the awards noted above are, in
effect, subject to a minimum share price of 11 pence per share only above which
gains will accrue to the beneficiaries, with circa 60% of the aggregate awards
vesting at shares prices between 20 pence and 100 pence per share.
The balance of the proceeds of sale will accrue to the Trustee and will be used
to repay its outstanding borrowings from the Company.
Under the terms of the JOA the Directors' interests in the jointly owned shares
will vest immediately upon the performance conditions set out above being
satisfied.
All awards herein discussed will vest upon a change of control.
Sir Brian Richards, Non Executive Chairman of the Company commented:
"I am delighted to be able to announce these awards which have been made to
further align the interests of executive management with those of our
shareholders. They reflect the considerable commitment to the Company and its
successful development by our executive directors who have already demonstrated
their belief in and support for Lipoxen by their substantial personal
contributions to both recent share Placings (2009 and 2010) and also to after-
market purchases. I am confident that with Scott Maguire as CEO and Colin Hill
as CFO, Lipoxen has every reason to be confident that the Company's day-to-day
management affairs will be conducted assiduously and with the sole focus of
maximising shareholder value."
- Ends -
For further information please contact:
+------------------------------------------+--------------------+
| Lipoxen plc | +44 (0)20 7389 |
| | 5015 |
+------------------------------------------+--------------------+
| M. Scott Maguire, Chief Executive | |
| Officer | |
+------------------------------------------+--------------------+
| | |
+------------------------------------------+--------------------+
| Singer Capital Markets (nominated | +44 (0)20 3205 |
| adviser) | 7500 |
+------------------------------------------+--------------------+
| Jeff Keating / Claes Spång | |
+------------------------------------------+--------------------+
| | |
+------------------------------------------+--------------------+
| Buchanan Communications | +44 (0)20 7466 |
| | 5000 |
+------------------------------------------+--------------------+
| Lisa Baderoon / Catherine Breen | |
+------------------------------------------+--------------------+
Notes to Editors
Lipoxen plc is a biopharmaceutical company focused on the development of new and
improved biologic drugs and vaccines. Lipoxen has three proprietary patented
technology platforms:
1) PolyXen - for extending the efficacy and half life of biologic drugs
2) ImuXen - for creating new vaccines and improving existing vaccines
3) SiRNAblate - for the delivery of siRNA
Lipoxen's technology is designed to improve the efficacy, safety, stability,
biological half-life and immunologic characteristics of its products.
Lipoxen has multiple drug and vaccine programmes in development. Two products
are in clinical development, SuliXen, a long acting insulin and ErepoXen, a
long-acting erythropoietin (EPO). Lipoxen's preclinical pipeline includes
vaccines against HIV, influenza and malaria and an exclusive license deal with
Baxter Healthcare for Factor VIII.
The Company has a low-risk business model and out-licenses its proprietary
technologies to biopharmaceutical companies that have strong manufacturing and
marketing capabilities. Lipoxen currently has commercial agreements with some
of the world's leading biotechnology and pharmaceutical companies including
Baxter, Schering-Plough, the Serum Institute of India Limited, Genentech, and
Genzyme. Furthermore, Baxter, the Company's third largest shareholder, and
management led the GBP2.9 million fundraising that the Company announced in May
2009. This fundraising was followed up by a GBP1.2 million placing in April 2010
which was led by the Company's management team.
Lipoxen, which was founded in 1997, now trades on the AIM Market of the London
Stock Exchange under the ticker symbol LPX. More information can be found at the
Company's website: www.lipoxen.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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