9 December
2024
Aptamer
Group plc
("Aptamer", the "Company" or the "Group")
Grant of
Options and Non-Executive Director Fee Shares
Aptamer Group plc (AIM: APTA), the developer of
novel Optimer® binders to enable innovation in
the life sciences industry, today announces that it has granted
options, as part of a companywide incentivisation package, to
subscribe for up to 455,085,218 new ordinary shares to Directors
and staff. The Company has also approved an ungranted pool of
options for up to 25,000,701 new ordinary shares. These awards were
set out in the circular and notice of general meeting sent to
shareholders on 24 July 2024.
Background to
the awards
In August 2024, the Company successfully
completed a fundraising. In connection with the fundraising, the
Board of Directors was changed extensively with the appointment of
Adam Hargreaves as Non-Executive Chairman, Dr Arron Tolley being
promoted to Chief Executive Officer, Andrew Rapson being appointed
as a statutory director in his capacity as Chief Financial Officer
and more latterly Tim Sykes joining as Non-Executive Director in
September 2024.
The proposed options are designed to provide a
material incentive to the Directors and other staff. The
performance criteria are set out to maximise shareholder value by
achieving challenging share price milestones as set out below. This
includes achieving returns of at least 7 times the 0.2p option
exercise price. The scheme is graduated such that 100% of the
options vest only if the prevailing share price reaches 12.5 times
the option exercise price representing great ROI for
investors.
Although the potential dilution is unusually
high, at 25%, the scheme is structured such that the Company and
its management team must deliver exceptional gains to the vast
majority of shareholders before the options vest. As part of
the recent fundraising, the structure described above and further
below was put to investors. In addition, a specific
resolution to create the authority to issue shares in connection
with the share options was included along with the resolutions
giving effect to the July/August 2024 placing and was approved by
investors.
Details of the awards and
terms
The following awards have been
made:
|
Name
|
Position
|
Number of shares subject to
awards
|
|
Dr Arron Tolley
|
Chief Technical Officer
|
159,559,718
|
|
Dr David Bunka
|
Chief Scientific Officer
|
128,491,833
|
|
Andrew Rapson
|
Chief Financial Officer
|
76,813,747
|
|
Other staff
|
|
90,219,920
|
|
Unallocated pool
|
|
25,000,700
|
All directors and staff have agreed to the
cancellation of options they were awarded in October 2023 in favour
of this latest award.
​
The new options will have an exercise price of
0.2p, which is equal to the price at which the Company's fundraise
was completed in July/August of this year.
The new options will be subject to
challenging performance targets and will vest and exercise as
follows:
(i) One third, on the share price having
remained at or above 7 times the issue price for at least 3 months
and exercisable 6 months following vesting;
(ii) One third, on the share price having
remained at or above 10 times the issue price for at least 3 months
and exercisable 12 months following vesting;
(iii) One third, on the share price having
remained at or above 12.5 times the issue price for at least 3
months and exercisable 24 months following vesting;
All in the money share options vest in the
event that the Company is acquired (or in the event of a person,
group or entity acquiring or entering into a definitive binding
agreement to acquire more than 50% of the issued share capital of
the Company or assets of the Company or its subsidiaries
representing more than 50% of the consolidated earning power of the
Company and its subsidiaries taken as a whole).
Following the grant of options, the Company has
outstanding awards granted over 456,560,871 ordinary shares. The
Company's issued share capital is 1,920,343,673 ordinary
shares.
Director Fee
Shares
The Company further announces that
it has issued 67,500,000 shares to Non-Executive Director Adam
Hargreaves as payment for services to the Company during the recent
fundraise in August 2024 and ongoing for Chairmanship fees and
pre-clinical assistance services for the remainder of the financial
year 2025. Following this award, Dr Hargreaves is interested in
117,500,000 ordinary shares representing 5.9% per cent of the
issued share capital.
Application will be made for the admission of
these shares to trading on AIM, which is expected to become
effective on or about 13 December 2024.
Related party
transactions
The award of options and shares to directors
are regarded as related party transactions under the AIM Rules. Tim
Sykes, being the independent director for the purposes of
considering these awards, considers, having consulted with the
Company's nominated adviser SPARK Advisory Partners Limited, that
the terms of the transactions are fair and reasonable insofar as
its shareholders are concerned.
Total voting
rights
Immediately following Admission the Company
will have 1,987,843,673 ordinary shares of £0.001 each in
issue. The Company does not hold any shares in treasury and
all of the Ordinary Shares have equal voting rights. Therefore, the
figures above represent the total voting rights in the Company and
may be used by shareholders as the denominator for the calculations
by which they can determine if they are required to notify their
interest in, or a change to their interest in the Company under the
Rules.
Dr Arron
Tolley, Chief Executive Officer of Aptamer Group,
commented: "This share option package forms
part of our long-term incentive plan designed to reward staff and
management for delivering significant value to the majority of our
shareholders. The Group has set aggressive share price targets,
which I am confident we can achieve given the calibre of customers
we are dealing with and the progress we have made on a number of
opportunities reported on recently, both commercially and
scientifically. I am excited by the rapid progress the team are
making; their focus and the quality of their work is paving the way
for great things to come. Our platform technology is gaining
increasing traction in the marketplace, and we are well positioned,
with a skilful and knowledgeable team and our newly appointed
Scientific Advisory board, to be able to take advantage of
this."
Additional
Information
The following disclosures are made in
accordance with the requirements of the UK Market Abuse Regulation
and provide detail in relation to the purchase of ordinary shares
by directors and other PDMRs in the Company.
NOTIFICATIONS 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
|
Dr Arron Tolley
Dr David Bunka
Andrew Rapson
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Chief Executive Officer
Chief Scientific Officer
Chief Financial Officer
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
|
a)
|
Name
|
Aptamer Group plc
|
|
b)
|
LEI
|
213800Y4XGH3WJNBE686
|
|
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
|
Ordinary shares of £0.001 each
|
|
|
|
|
Identification code
|
GB00BNRRP542
|
|
|
|
|
b)
|
Nature of the transaction
|
Grant of share options
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
0.2p
|
159,559,718
|
|
0.2p
|
128,491,833
|
|
0.2p
|
76,813,747
|
|
|
|
|
|
d)
|
Aggregated information
|
|
|
|
|
|
- Aggregated volume
|
364,865,298
|
|
- Price
|
0.2p each
|
|
|
|
|
e)
|
Date of the transaction
|
6 December 2024
|
|
f)
|
Place of the transaction
|
Off market
|
NOTIFICATIONS 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
|
Dr Adam Hargreaves
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Non-Executive Chairman
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
|
a)
|
Name
|
Aptamer Group plc
|
|
b)
|
LEI
|
213800Y4XGH3WJNBE686
|
|
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
|
Ordinary shares of £0.001 each
|
|
|
|
|
Identification code
|
GB00BNRRP542
|
|
|
|
|
b)
|
Nature of the transaction
|
Award of shares
|
|
c)
|
Price(s) and volume(s)
|
0.2p
67,500,000
|
|
|
|
|
d)
|
Aggregated information
|
|
|
|
|
|
- Aggregated volume
|
67,500,000
|
|
- Price
|
0.2p
|
|
|
|
|
e)
|
Date of the transaction
|
6 December 2024
|
|
f)
|
Place of the transaction
|
Off market
|
- Ends
-
For further information, please
contact:
|
Aptamer Group plc
Arron Tolley,
Chief Executive Officer
|
+44 (0) 1904 217 404
|
|
SPARK Advisory Partners Limited -
Nominated Adviser
Andrew Emmott / Adam
Dawes
|
+44 (0) 20 3368 3550
|
|
Turner Pope Investments (TPI)
Limited - Broker
James Pope / Andrew
Thacker
|
+44 (0) 20 3657 0050
|
|
Northstar Communications Limited -
Investor Relations
Sarah Hollins
|
+44 (0) 113 730 3896
|
This announcement contains inside
information for the purposes of the UK Market Abuse
Regulation.
About Aptamer Group plc
Aptamer Group is a leading global developer of
aptamer-based ligands that help scientists remove the limits to
discovery and innovation. Leveraging a proprietary discovery and
development platform, Aptamer delivers custom affinity ligands,
supported with a complete suite of characterisation and validatory
assays that enhance the translation of its binders and optimise
scientific outcomes for customers.
Aptamer's cutting-edge technology spans
healthcare, research, personal care, and industrial processes,
delivering new affinity solutions for novel targets, advanced
diagnostics, and precision therapies. By working with industry
leaders in pharmaceutical, biotechnology, personal health,
academic, and clinical research sectors, Aptamer is accelerating
science through the custom development of tools and
therapies.
​
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