14 February
2024
Fusion Antibodies
plc
("Fusion" or the
"Company")
Grant of
options and issue of shares to directors
Fusion Antibodies plc (AIM: FAB),
specialists in pre-clinical antibody discovery, engineering and
supply for both therapeutic drug and diagnostic applications,
announces, further to the announcement of the conditional placing
to raise £1,375,000 (before expenses) (the "Placing") released earlier
today, the grant of new share options in
the Company pursuant to the Fusion EMI and Unapproved Employee
Share Option Scheme ("Option
Schemes") to staff and senior management and the issue of
new ordinary shares of 4p each in the capital of the Company
("Ordinary Shares") to
certain directors in lieu of or in satisfaction of salary and fees
due to them ("Director
Shares").
Grant of new
share options under the Option Schemes
In order to incentivise and retain staff and
senior management, the Company announces the grant of a total of
3,760,700 new share options over Ordinary Shares (the "New Options"; comprising the Conditional
New Options and the Additional New Options, as defined below) to
certain directors and employees of the Company as further detailed
below.
730,700 existing share options with exercise
prices ranging from 47.5p to 54.5p have been surrendered by certain directors
and employees of the Company and, conditional on such surrender, an
equivalent aggregate amount of 730,700 new share options over
Ordinary Shares have been granted to those option holders on a 1:1
basis under the Option Schemes (the "Conditional New Options"). In addition,
3,030,000 further new share options over Ordinary Shares have also
been granted to certain directors and employees of the Company
under the Option Schemes (the "Additional New Options").
The Options have an exercise price of 4.25p
("Exercise Price"), being
the closing mid-market price of an Ordinary Share on 13 February
2024, the day prior to the grant. All of the Options are subject to
a three-year vesting period, with them vesting as to: one third on
the first anniversary of grant ("Tranche 1"); one third on the second
anniversary of grant ("Tranche
2"); and one third on the third anniversary of grant
("Tranche 3"). The
Additional New Options, save for those issued to the non-executive
directors of Fusion, shall also be subject to the following
performance-based vesting criteria:
· for
the Tranche 1 Additional New Options, the closing mid-market price
of an Ordinary Share must have been equal to or above 5p for a
period of 20 consecutive business days prior to the date of
exercise;
· for
the Tranche 2 Additional New Options, the closing mid-market price
of an Ordinary Share must have been equal to or above 6.375p, being
a 50% premium to the Exercise Price, for a period of 20 consecutive
business days prior to the date of exercise; and
· for
the Tranche 3 Additional New Options, the closing mid-market price
of an Ordinary Share must have been equal to or above 8.50p, being
a 100% premium to the Exercise Price, for a period of 20
consecutive business days prior to the date of exercise.
Director
grants
A total of 2,330,000 Options have been awarded
to directors of the Company, as follows:
|
Director
|
No. of existing options
surrendered
|
No. of Conditional New Options
granted
|
No. of Additional New Options
granted
|
Total New Options
granted
|
Total no. of options over Ordinary
Shares now held
|
|
Adrian Kinkaid
|
300,000
|
300,000
|
600,000
|
900,000
|
900,000
|
|
Richard Buick
|
280,000
|
280,000
|
400,000
|
680,000
|
680,000
|
|
Simon Douglas
|
-
|
-
|
250,000
|
250,000
|
250,000
|
|
Colin Walsh
|
-
|
-
|
250,000
|
250,000
|
250,000
|
|
Matthew Baker
|
-
|
-
|
250,000
|
250,000
|
250,000
|
Following the grant of the Options and
surrender of the existing options, the Company has options
outstanding over a total of 3,799,450 Ordinary Shares, representing
approximately 6.23% of the Company's share capital as enlarged by
the issue of the Director Shares.
Issue of the
Director Shares
As disclosed in the Company's annual report and
accounts for the year ended 31 March 2023 (as announced on 29
September 2023), as part of the cost savings implemented following
the Company's fundraise in May 2023, certain of the Company's
executive directors (being Adrian Kinkaid, CEO and Richard Buick,
CSO) agreed to certain changes in their remuneration structure
(which included taking shares in lieu of cash remuneration) and, as
a result, 20% of their salaries for the eight months commencing 1
July 2023 were deferred. In addition, the Company's
non-executive directors agreed to forgo all remuneration that they
were entitled to with effect from 1 May 2023.
The Company has resolved to issue and allot new
Ordinary Shares to certain of the executive directors at a deemed
issue price equal to the Issue Price representing 50% of the
amounts of their deferred salary, with the balance (totalling
£20,224) to be paid in cash conditional on completion of the
Placing, as separately announced earlier today by the Company. In
addition, due to their ongoing commitments to the Company, the
remuneration committee has agreed to align the non-executive
directors with these executive directors and pay them their forgone
fees in part in new Ordinary Shares at a deemed issue price equal
to the Issue Price, with the remainder of their foregone fees
(totalling £31,250) being paid in cash conditional on completion of
the Placing.
As a result of the above arrangements, in
aggregate, 1,536,850 Director Shares have been issued and allotted
to certain of the directors at a deemed issue price equal to the
Issue Price and pursuant to the authorities
previously granted at the Company's annual general meeting held on
27 October 2023, as follows:
|
Director
|
Amount of salary/fees received in
Director Shares
|
No. of Director
Shares
|
Total holding of Ordinary Shares post
issue
|
Percentage of enlarged share
capital1
|
|
Adrian Kinkaid
|
£12,017
|
300,425
|
546,272
|
0.90%
|
|
Richard Buick
|
£8,207
|
205,175
|
905,175
|
1.48%
|
|
Simon Douglas
|
£12,500
|
312,500
|
668,8652
|
1.10%
|
|
Colin Walsh
|
£22,500
|
562,500
|
2,562,5003
|
2.69%
|
|
Matthew Baker
|
£6,250
|
156,250
|
156,250
|
0.26%
|
1 Based on the enlarged share
capital of the Company following the issue of the Director Shares
but prior to the issue of the Placing Shares, as defined in the
Company's separate announcement made earlier
today.
2 Excludes Ordinary Shares
held by relatives of Simon Douglas.
3Includes 600,000 Ordinary
Shares held by Walsh Strategic Management Limited, a company
controlled by Colin Walsh and 1,400,000 Ordinary Shares held by
Hamniv (GP) Limited, a subsidiary of Crescent Capital NI Limited
("Crescent Capital"). Colin Walsh is the Chief Executive and
founder of Crescent Capital.
Admission to trading on AIM
Application has been made to the
London Stock Exchange plc for the Director Shares to be admitted to
trading on AIM ("Admission"). It is anticipated that
Admission will become effective and that dealings in the Director
Shares will commence on AIM at 8.00 a.m. on or around 19 February
2024.
Total voting rights
On Admission, the Company will
have 60,990,564 Ordinary Shares in issue, each with one voting right.
There are no shares held in treasury. Therefore, the Company's
total number of Ordinary Shares in issue and voting rights will
be 60,990,564 and
this figure may be used by Shareholders from Admission as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Enquiries:
|
Fusion Antibodies
plc
|
www.fusionantibodies.com
|
|
Adrian
Kinkaid, Chief Executive Officer
Stephen
Smyth, Chief Financial Officer
|
Via Walbrook
PR
|
|
|
|
|
Allenby Capital
Limited
|
Tel: +44
(0)20 3328 5656
|
|
James
Reeve/Vivek Bhardwaj (Corporate Finance)
Tony
Quirke/Joscelin Pinnington (Sales and Corporate Broking)
|
|
|
|
|
|
Shard Capital Partners
LLP
|
|
|
Damon Heath
(Joint Broker)
|
Tel: +44 (0)207 186 9952
|
|
|
|
|
Walbrook PR
|
Tel: +44
(0)20 7933 8780 or fusion@walbrookpr.com
|
|
Anna
Dunphy
|
Mob: +44
(0)7876 741 001
|
|
|
| |
Notification and public disclosure
of transactions by persons discharging managerial responsibilities
and persons closely associated with them.
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
1. Adrian Kinkaid
2. Richard
Buick
3. Simon
Douglas
4. Colin
Walsh
5. Matthew
Baker
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
1. Chief Executive
Officer
2. Chief Scientific
Officer
3. Non-Executive
Chair
4. Non-Executive
Director
5. 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
|
Fusion Antibodies plc
|
|
b)
|
LEI
|
213800KBAYRC9VOQ9V39
|
|
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
|
Ordinary shares of 4p each ("Ordinary Shares")
in Fusion Antibodies plc
Identification code (ISIN) for Fusion Antibodies
plc ordinary shares: GB00BDQZGK16
|
|
b)
|
Nature of the transaction
|
Issue of Ordinary Shares in lieu of
salary
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
1. 4p
2. 4p
3. 4p
4. 4p
5. 4p
|
300,425
205,175
312,500
562,500
156,250
|
|
|
d)
|
Aggregated information:
- Aggregated
volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
14 February 2024
|
|
f)
|
Place of the transaction
|
Outside of a trading venue
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
1. Adrian Kinkaid
2. Richard
Buick
3. Simon
Douglas
4. Colin
Walsh
5. Matthew
Baker
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
1. Chief Executive
Officer
2. Chief Scientific
Officer
3. Non-Executive
Chair
4. Non-Executive
Director
5. 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
|
Fusion Antibodies plc
|
|
b)
|
LEI
|
213800KBAYRC9VOQ9V39
|
|
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
|
Ordinary shares of 4p each ("Ordinary Shares")
in Fusion Antibodies plc
Identification code (ISIN) for Fusion Antibodies
plc ordinary shares: GB00BDQZGK16
|
|
b)
|
Nature of the transaction
|
Grant of options over Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Exercise Price(s)
|
Volume(s)
|
|
1. 4.25p
2. 4.25p
3. 4.25p
4. 4.25p
5. 4.25p
|
900,000
680,000
250,000
250,000
250,000
|
|
|
d)
|
Aggregated information:
- Aggregated
volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
14 February 2024
|
|
f)
|
Place of the transaction
|
Outside of a trading venue
|
About Fusion Antibodies
plc
Fusion is a Belfast based contract
research organisation ("CRO") providing a range of antibody
engineering services for the development of antibodies for both
therapeutic drug and diagnostic applications.
The Company's ordinary shares were
admitted to trading on AIM on 18 December 2017. Fusion provides a
broad range of services in antibody generation, development,
production, characterisation and optimisation. These services
include antigen expression, antibody production, purification and
sequencing, antibody humanisation using Fusion's proprietary
CDRx TM platform and the production of
antibody generating stable cell lines to provide material for use
in clinical trials. Since 2012, the Company has successfully
sequenced and expressed over 250 antibodies and successfully
completed over 200 humanisation projects and has an international,
blue-chip client base, which has included eight of the top 10
global pharmaceutical companies by revenue.
The Company was established in 2001
as a spin out from Queen's University Belfast. The Company's
mission is to enable pharmaceutical and diagnostic companies to
develop innovative products in a timely and cost-effective manner
for the benefit of the global healthcare industry. Fusion provides
a broad range of services in antibody generation, development,
production, characterisation and optimisation.
Fusion's growth strategy is based on
combining the latest technological advances with cutting edge
science to deliver new platforms that will enable Pharma and
Biotech companies get to the clinic faster, with the optimal drug
candidate and ultimately speed up the drug development
process.