19 June 2024
RUA Life
Sciences Plc
("RUA Life Sciences",
the "Company" or the
"Group")
Appointment of Non-Executive
Chairman & Board Changes
Issue of Share Options and
PDMR Dealing
A Restructured Board Focused
on Delivery of Strategy
RUA Life Sciences (AIM: RUA),
the holding company of a group of medical device businesses focused
on the exploitation of the world's leading long-term implantable
biostable polymer (Elast-Eon™), today provides an update on the
structure of the Board and the issue of Share Options to align and
reward the Board upon delivery of strategy.
Background
At the end of November last year, a
Strategy Update highlighted that the key objective of RUA was to
reduce the timeframe and the funding necessary for the business to
become cash generative. This was followed by the announcement of a
successful equity issue and at the end of January with the
departure of the Group Managing Director. It was stated at the time
that consideration would be given to the appropriate longer term
management structure and further announcements would be made in due
course. Over recent months, it has become clear that a smaller,
more agile executive team is allowing the business to focus on its
three key objectives to achieve cash generation earlier, to grow
and develop contract manufacture, to commercialise the heart valve
leaflet material and to partner the remaining regulatory pathway
for vascular grafts.
Management Structure
After reviewing the management
structure, it has been agreed that the role of Executive Chair will
be replaced by the appointment of Geoff Berg, a current
non-executive director as Non-Executive Chairman. Additionally,
Bill Brown will assume a new role within RUA as Chief Executive
working closely with Lachlan Smith who continues as Chief Financial
Officer but assuming a wider role covering a number of additional
operational areas.
Over the past few years, in
anticipation of concluding graft development in-house, a number of
roles were created, and systems introduced to reflect the needs of
a larger organisation. A process of streamlining the management
structure has now concluded with the benefit of considerable cost
savings together with much improved lines of
communication.
Issue of Share Options
The Company has granted options over
3,650,000 ordinary shares of £0.05 to Directors and other members
of staff under the Company's Share Option Plans. Following
the issuance of these share options, the Company will have
5,625,603 shares under option being 9 % of the issued share capital
of the Company.
The Options have been awarded as
follows:
|
Name
|
Number of New Options
Granted
|
Scheme
|
|
|
|
|
|
William Brown
|
1,400,000
|
EMI
|
|
Lachlan Smith
|
1,200,000
|
EMI
|
|
John McKenna
|
225,000
|
EMI
|
|
Geoff Berg
|
225,000
|
Unapproved
|
|
John Ely
|
150,000
|
Unapproved
|
|
Ian Ardill
|
150,000
|
Unapproved
|
|
Other Employees
|
300,000
|
EMI
|
|
|
|
|
|
TOTAL
|
3,650,000
|
|
The options have an exercise price of
11 pence per share, representing a premium to the closing
mid-market price per ordinary share on the day preceding the grant
of these options. The vesting terms of all options issued have been
simplified to reflect the objective of incentivising management to
grow shareholder value. All outstanding Options shall be
exercisable on the expiry of the period of 3 years from the Date of
Grant, with the usual acceleration of vesting in the event of a
takeover prior to the final vesting date. Additionally, if a return
of capital is proposed at an amount per share that is greater than
the exercise price per share of these options, they will vest
immediately prior to such return of capital to allow option holders
to participate.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
For
further information contact:
|
RUA
Life Sciences
Bill Brown, CEO
Lachlan Smith, CFO
|
Tel: +44 (0)1294 317073
Tel: +44 (0)1294 317073
|
|
Cavendish Capital Markets
Limited
(Nominated Adviser and Broker)
Giles Balleny/Dan
Hodkinson (Corporate Finance)
Charlie
Combe (Broking)
Michael
Johnson (Sales)
|
Tel: +44 (0)20 7220 0500
|
About RUA Life Sciences
The RUA Life
Sciences group was created in April
2020 when RUA Life Sciences Plc (formerly known
as AorTech International Plc) acquired RUA Medical
Devices Limited to create a fully formed medical device
business. RUA Life Sciences is the holding company of the
Group's four trading businesses, each exploiting the Group's
patented polymer technology.
Our vision is to improve the lives
of millions of patients by enabling medical devices with
Elast-EonTM, the world's leading long-term implantable polyurethane.
Whether it is licensing Elast-EonTM, manufacturing a device or
component, or developing next generation medical devices,
a RUA Life Sciences business is pursuing our
vision.
Elast-Eon™'s biostability is
comparable to silicone while exhibiting excellent mechanical, blood
contacting and flex-fatigue properties. These polymers can be
processed using conventional thermoplastic extrusion and moulding
techniques. With over 8 million implants and 15 years of successful
clinical use, RUA's polymers are proven in long-term life enabling
applications.
The Group's four business units
are:
|
RUA
Contract Manufacture:
|
End-to-end contract developer and
manufacturer of medical devices and implantable fabric
specialist.
|
|
RUA
Biomaterials:
|
Licensor of
Elast-EonTM polymers to the medical device
industry.
|
|
RUA
Vascular:
|
Commercialisation of open surgical
vascular grafts and patches
|
|
RUA
Structural Heart:
|
Development of polymeric leaflet
systems for heart valves.
|
|
|
Notification of a Transaction
pursuant to Article 19(1) of Regulation (EU) No.
596/2014
|
|
|
1
|
|
Details of the person discharging
managerial responsibilities/person closely associated
|
|
|
a.
|
Name
|
1. William Brown
2. Lachlan Smith
3. John McKenna
4. Geoff Berg
5. John Ely
6. Ian Ardill
|
|
|
2
|
Reason for notification
|
|
|
|
|
a.
|
Position/Status
|
1. Chief Executive Officer
2. Chief Financial Officer
3. Director of Clinical Marketing
4. Non-Executive Chair
5. Non-Executive Director
6. Non-Executive Director
|
|
|
b.
|
Initial notification/
Amendment
|
Initial Notification
|
|
|
3
|
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
|
a.
|
Name
|
Rua Life Sciences Plc
|
|
|
b.
|
LEI
|
213800BMVB22PVOJ9Z28
|
|
|
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
£0.05 each
N/A
|
|
|
b.
|
Nature of the transaction
|
Grant of options under the Company's
share option schemes
|
|
|
c.
|
Price(s) and volume(s)
|
|
|
Exercise Price(s)
|
Volume(s)
|
|
|
|
|
1.
|
11 pence
|
1,400,000
|
|
|
|
2.
|
11 pence
|
1,200,000
|
|
|
|
|
3.
|
11 pence
|
150,000
|
|
|
|
|
4.
|
11 pence
|
225,000
|
|
|
|
|
5.
|
11 pence
|
150,000
|
|
|
|
|
6.
|
11 pence
|
150,000
|
|
|
|
|
|
|
d.
|
Aggregated information
- Aggregated Volume
- Price
|
See above
|
|
|
e.
|
Date of the transaction
|
18 June 2024
|
|
|
f.
|
Place of the transaction
|
Outside a trading venue
|
|
|
|
|
|
|
|
|
|
|
|
|