TIDMNNN
RNS Number : 2247B
Nanosynth Group PLC
10 February 2022
nanosynth group plc
("nanosynth" the "Company" or the "Group")
CEO remuneration changes and Issue of Options and Bonuses
The Board of nanosynth is pleased to announce the following:
Amendment to Mark Duffin's Existing Options
As announced on 1 September 2021, Mr. Mark Duffin, CEO of the
Company, was granted share options over 5% of the Company's share
capital at the time as part of his remuneration package, in
accordance with the Company's EMI Share Scheme approved by
shareholders at the Company's Annual General Meeting in August 2021
("Existing Options").
The Existing Options were exercisable in various tranches at
prices varying from 1.00p to 4.00p and were subject to various
additional conditions including the requirement for the Company's
20 day volume weighted average share price to exceed the exercise
price within certain timeframes.
In recognition and as consideration for the significant
additional hours Mr Duffin is working, and also to further
incentivise him to continue to work towards raising value for the
shareholders, the Remuneration Committee has i) amended the
exercise price per Existing Option to 1 pence per share in relation
to all the option shares and ii) removed all Performance
Conditions.
The Existing Options will all now vest immediately and are
exercisable up until the 7th anniversary of 1(st) September 2021,
being the date they were granted, as long as Mark Duffin remains
with the Company.
Acquisition bonuses for CEO and COO
As part of its growth strategy, the Company intends to grow by
acquisition. To incentivise the CEO and COO to complete a
significant acquisition, Mr Duffin and Mr McNamara will receive the
following, conditional on an acquisition that increases the market
capitalisation of the Company by at least GBP10 million
(discounting any new shares issued as a consequence of the
acquisition or any fund raise) ("Significant Acquisition"), being
successfully completed:
1. Mr Duffin has been granted the option to acquire an
additional 37,981,439 ordinary shares of the Company, exercisable
at 1 pence each, which will vest from the date of successful
completion of a Significant Acquisition and shall be exercised
within 7 years ("New CEO Options").
2. Mr Duffin will receive a cash bonus in the sum of GBP270,000,
payable upon successful completion of a Significant
Acquisition.
3. Mr McNamara has been granted the option to acquire 56,972,159
ordinary shares of the Company, exercisable at 1 pence each, which
will vest from the date of successful completion of a Significant
Acquisition and shall be exercised within 7 years ("COO
Options").
4. Mr McNamara will receive a cash bonus of GBP180,000, payable
upon successful completion of a Significant Acquisition.
The New CEO Options and COO Options will be issued in accordance
with the Company's EMI Share Scheme approved by shareholders at the
Company's Annual General Meeting in August 2021.
Related Party Transactions
Mr. Duffin, as a director of the Company, is considered to be a
"related party" as defined under the AIM Rules and accordingly, the
amendment to the terms of the Existing Options and the proposed
cash bonus to Mr. Duffin are deemed to be related party
transactions pursuant to Rule 13 of the AIM Rules.
Richard Clarke, Dr Felicity Sartain and Dr Gareth Cave, being
the Directors independent of the transaction, consider, having
consulted with SP Angel Corporate Finance LLP, the Company's
Nominated Adviser, that the amendment to the terms of the Existing
Options, and the proposed cash bonus to Mr. Duffin, are fair and
reasonable insofar as the Company's shareholders are concerned.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has
been incorporated into UK law by the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement via Regulatory
Information Service ('RIS'), this inside is now considered to be in
the public domain.
nanosynth group plc via IFC Advisory
Mark Duffin (Chief Executive Officer)
SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe +44 20 3470 0470
IFC Advisory Ltd
Graham Herring
Zach Cohen +44 20 3934 6630
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM:
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH
THEM
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: 1. Mark Duffin
2. Jeremy McNamara
------------------------------------ ---------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: 1. CEO
2. COO
------------------------------------ ---------------------------------
b) Initial notification/Amendment: Initial notification
------------------------------------ ---------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name: Nanosynth group
plc
------------------------------------ ---------------------------------
b) LEI: 213800VR2P5DDQHYZO48
------------------------------------ ---------------------------------
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 Ordinary Shares
instrument, type of instrument: of 0.01 pence each
Identification code: GB00BFX0ZN92
------------------------------------ ---------------------------------
b) Nature of the transaction: Grant of options
------------------------------------ ---------------------------------
c) Price(s) and volume(s): 1. Price(p) Volume(s)
1 pence 37,981,439
-----------
2. Price(p) Volume(s)
1 pence 56,972,159
-----------
------------------------------------ ---------------------------------
d) Aggregated information: Price(p) Volume(s)
Aggregated volume: 1 pence 94,953,598
Price: -----------
------------------------------------ ---------------------------------
e) Date of the transaction: 10 February 2022
f) Place of the transaction: Outside a trading
venue
------------------------------------ ---------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCUPUCWPUPPPGB
(END) Dow Jones Newswires
February 10, 2022 02:29 ET (07:29 GMT)
Nanosynth (LSE:NNN)
Historical Stock Chart
From May 2024 to Jun 2024
Nanosynth (LSE:NNN)
Historical Stock Chart
From Jun 2023 to Jun 2024
