26 April 2024
GENinCode
Plc
("GENinCode" or the
"Company")
Grant of Share Options,
Surrender of Existing Options & PDMR Dealings
GENinCode Plc (AIM: GENI), the
polygenics company focused on the prevention of cardiovascular
disease and ovarian cancer, announces that on 14
April 2024 the Company approved the grant of options over an
aggregate of 19,380,630 new ordinary shares of 1 pence each in the
Company ('Ordinary Shares')
under the 2021 Share Option Plan ('2021 Share Option Plan') to certain
directors and employees of the Company (the "New Options"),
representing 10.95 per cent. of the Company's existing
issued share capital.
Background to the New Options
grants
The Company adopted the 2021 Share
Option Plan to enable it to retain and incentivise staff and to
reward them for the achievement of its longer-term
objectives. The New Options replace 6,984,500
current options held by existing option holders and also includes
those who have more recently joined the Group.
Terms of the New Options
8,642,500 of the New Options have an
exercise price of 5 pence per share and are exercisable on the
second anniversary of the date of grant and 10,738,130 of the New
Options have an exercise price of 10 pence per share and are
exercisable on the second anniversary of the date of grant. There
are no other vesting criteria for the New Options and all New
Options have a 10-year term.
Surrender of existing
options
In April 2021, the Company granted
options to acquire shares in the capital of the Company to certain
employees and directors of the Company pursuant to the scheme.
These Options were granted prior to IPO with an exercise price of
15.83p per share but also were subject to an exercise condition
that the share price reached 88.00p per share.
The Company announces that on 8
April 2024 the Options previously granted in 2021 were surrendered
for no consideration (the "Option
Surrender"), details for which are outlined below. The board
believe it is appropriate to issue new share options in replacement
of the existing ones to reflect the Company's current share price
and to properly incentivise its employees, including its
management.
Details of resultant
holdings
Following the New Options grant and
the Option Surrender, details of Options held by Directors, PDMRs
and other employees of the Company, are as follows:
|
Director's
name
|
Position
|
Number of options
surrendered
|
Number of New Options granted
at 5 pence
|
Number of New Options granted
at 10 pence
|
Aggregate number of options
post grant
|
Current total beneficial
holding of Ordinary Shares
|
Current holding as a % of
Issued share capital
|
|
Matthew Walls
|
CEO
|
1,255,000
|
1,255,000
|
1,568,750
|
2,823,750
|
11,762,500
|
6.65%
|
|
Paul Foulger
|
CFO
|
1,144,000
|
1,144,000
|
1,430,000
|
2,574,000
|
868,182
|
0.49%
|
|
Jordi Puig
|
COO
|
755,000
|
755,000
|
943,750
|
1,698,750
|
14,602,500
|
8.25%
|
|
William Rhodes
|
Non-Executive Chair
|
286,000
|
286,000
|
357,500
|
643,500
|
-
|
0.00%
|
|
Huon Gray
|
Non-Executive
Director
|
200,000
|
200,000
|
250,000
|
450,000
|
500,000
|
0.28%
|
|
Felix Frueh
|
Non-Executive Director
|
200,000
|
200,000
|
250,000
|
450,000
|
100,000
|
0.06%
|
|
Other Employees
|
|
3,144,500
|
4,802,500
|
5,938,130
|
10,940,630
|
N/A
|
N/A
|
|
Total:
|
|
6,984,500
|
8,642,500
|
10,738,130
|
19,580,630
|
27,833,182
|
15.73%
|
Directors and employees of the Group
surrendered Options over an aggregate of 6,984,500 Ordinary Shares
previously granted prior to the IPO. The grant of
3,840,000 New Options exercisable at 5 pence to Matthew
Walls, Paul Foulger, Jordi Puig, William Rhodes, Huon Gray and
Felix Frueh are intended to replace their surrendered
Options.
Following the grant of the New
Options and the Options Surrender, there are Options over a total
of 19,580,630 Ordinary Shares in the Company as at the date of this
announcement, representing approximately 11.06% of the Company's
existing issued share capital.
For
more information visit www.genincode.com
Enquiries:
|
GENinCode Plc
|
www.genincode.com
or via Walbrook PR
|
|
|
Matthew Walls, CEO
|
|
|
|
Paul Foulger, CFO
|
|
|
Cavendish Capital Markets Limited
|
Tel: +44
(0)20 7397 8900
|
|
|
Giles Balleny /Dan Hodkinson
(Corporate Finance)
Nigel Birks (Corporate
Broking)
Dale Bellis / Michael Johnson
(Sales)
|
|
|
|
|
|
Walbrook PR Limited
Anna Dunphy / Paul McManus / Louis
Ashe-Jepson
|
Tel: 020
7933 8780 or genincode@walbrookpr.com
|
|
|
|
|
| |
About GENinCode:
GENinCode Plc is a UK based company
specialising in genetic risk assessment of cardiovascular disease.
Cardiovascular disease is the leading cause of death and disability
worldwide.
GENinCode operates business units in
the UK, Europe through GENinCode S.L.U, and in the United States
through GENinCode U.S. Inc.
GENinCode predictive technology
provides patients and physicians with globally leading preventative
care and treatment strategies. GENinCode CE marked
invitro-diagnostic molecular tests combine clinical algorithms and
bioinformatics to provide advanced patient risk assessment to
predict cardiovascular disease.
The
notification set out below is provided in accordance with the
requirements of MAR.
|
|
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.
Matthew Walls
2.
Paul Foulger
3.
Jordi Puig
4.
William Rhodes
5.
Huon Gray
6.
Felix Frueh
|
|
|
2
|
Reason for notification
|
|
|
|
|
a.
|
Position/Status
|
1.
Chief Executive Officer
2.
Chief Financial Officer
3.
Chief Operating Officer
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
|
GENinCode Plc
|
|
|
b.
|
LEI
|
213800UX6TE7K65O2892
|
|
|
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 1p
each
N/A
|
|
|
b.
|
Nature of the transaction
|
Grant of options under the 2021
Share Option Plan with time vesting conditions attached
|
|
|
c.
|
Price(s) and volume(s)
|
|
|
Exercise Price(s)
|
Volume(s)
|
|
|
|
|
1.
|
5 pence
|
1,255,000
|
|
|
|
2.
|
5 pence
|
1,144,000
|
|
|
|
|
3.
|
5 pence
|
755,000
|
|
|
|
|
4.
|
5 pence
|
286,000
|
|
|
|
|
5.
|
5 pence
|
200,000
|
|
|
|
|
6.
|
5 pence
|
200,000
|
|
|
|
|
|
|
d.
|
Aggregated information
- Aggregated Volume
- Price
|
See above
|
|
|
e.
|
Date of the transaction
|
14 April 2024
|
|
|
f.
|
Place of the transaction
|
Outside a trading venue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
Matthew Walls
2.
Paul Foulger
3.
Jordi Puig
4.
William Rhodes
5.
Huon Gray
6.
Felix Frueh
|
|
|
2
|
Reason for notification
|
|
|
|
|
a.
|
Position/Status
|
1.
Chief Executive Officer
2.
Chief Financial Officer
3.
Chief Operating Officer
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
|
GENinCode Plc
|
|
|
b.
|
LEI
|
213800UX6TE7K65O2892
|
|
|
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 1p
each
N/A
|
|
|
b.
|
Nature of the transaction
|
Grant of options under the 2021
Share Option Plan with time vesting conditions attached
|
|
|
c.
|
Price(s) and volume(s)
|
|
|
Exercise Price(s)
|
Volume(s)
|
|
|
|
|
1.
|
10 pence
|
1,568,750
|
|
|
|
2.
|
10 pence
|
1,430,000
|
|
|
|
|
3.
|
10 pence
|
943,750
|
|
|
|
|
4.
|
10 pence
|
357,500
|
|
|
|
|
5.
|
10 pence
|
250,000
|
|
|
|
|
6.
|
10 pence
|
250,000
|
|
|
|
|
|
|
d.
|
Aggregated information
- Aggregated Volume
- Price
|
See above
|
|
|
e.
|
Date of the transaction
|
14 April 2024
|
|
|
f.
|
Place of the transaction
|
Outside a trading venue
|
|
|
|
|
|
|
|
|
|
|
|
|
|