TheraCryf
plc
("TheraCryf", the "Company" or the "Group")
Grant of Options, Surrender
of Existing Options and PDMR Dealings
Alderley Park, UK - 29 August 2024:
TheraCryf plc (AIM: TCF), the clinical
stage drug development company focussing on oncology and
neuropsychiatry, announces that certain
employees and Persons Discharging Managerial Responsibility
("PDMR"), including former Chronos Therapeutics Ltd ("Chronos")
employees and consultants deemed essential to the development of
the acquired assets, have been granted options (the "Options") over
a total of 28,731,578 ordinary shares of 0.25 pence each
in the Company ("Ordinary Shares"), exercisable, subject to the
Options vesting, for a period of up to 10 years from the date of
grant and governed by the rules of the TheraCryf plc Long Term
Incentive Plan ("LTIP"), as amended.
|
|
Number of
Existing Ordinary Shares held
|
Current
Options Held
|
Options
Surrendered
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New
Options Granted
|
Aggregate
number of Options post grant
|
% of
issued share capital under Option including this award
|
|
Dr Huw Jones (CEO, Executive
Director)
|
3,184,793
|
6,081,613
|
6,081,613
|
10,894,238
|
10,894,238
|
2.55%
|
|
Toni Hänninen (CFO, Executive
Director)*
|
1,000,000
|
|
|
3,029,925
|
3,029,925
|
0.71%
|
|
Dr Helen Kuhlman (PDMR)
|
1,055,744
|
2,446,099
|
2,446,099
|
4,039,015
|
4,039,015
|
0.95%
|
|
Dr Glen Clack (PDMR)**
|
1,000,000
|
2,184,017
|
2,184,017
|
2,212,526
|
2,212,526
|
0.52%
|
|
Dr Nicholas Mallard
(PDMR)
|
2,020,771
|
2,267,244
|
2,267,244
|
3,944,633
|
3,944,633
|
0.92%
|
|
Other Chronos Employees, Directors
and Consultants
|
|
|
|
4,611,241
|
4,611,241
|
1.08%
|
|
Total
|
8,261,308
|
12,978,972
|
12,978,972
|
28,731,578
|
28,731,578
|
6.72%
|
*includes Borealito GmbH (a company wholly owned by him)
**includes Ailse Oncology Ltd (a company wholly owned by
him)
Background to the New Option Grants
The Company announced the
acquisition of Chronos Therapeutics on 19 March 2024. At the
completion of the Acquisition, the Company agreed to adapt the
legacy share option plan for each person holding options in
Chronos, whereby Chronos option holders would surrender options
held with Chronos and enter new option agreements with TheraCryf
granting them Options in the Company.
Further, the Company stated in the
final results for year to 31 March 2023 released on 28 May 2024,
that all members of the management team had foregone opportunities
for cash bonus payments to extend Company's cash runway as much as
possible and had agreed to take Options in their place to an
equivalent value.
The Options in lieu of cash bonus
will vest on the 1 April 2025 and the Options for Chronos employees
will vest immediately without any additional performance conditions
attached, however the Chronos Option holders have agreed to a 18
month lock-in period for selling any shares following the
acquisition of Chronos Therapeutics Ltd, which ends 05 October
2025.
Surrender of existing Options
The Company's LTIP plan, as amended,
has an aggregate maximum number of Options outstanding limited to
10% of the Company's issued share capital. To enable the issuance
of the Options to key persons in Chronos and in order to issue
Options in lieu of a cash bonus to key members of the Company's
management as described above, it is a condition of the new Options
that remaining rights over any existing options currently held are
surrendered for no consideration (the "Option
Surrender").
The Options previously granted had
an exercise price of nil. The board believe it is appropriate to
issue new Options to replace the existing ones to properly
incentivise its employees, including its new employees and
management. The new options have an exercise price of
0.25p.
Following this award there are
29,895,081 options in issue, representing 7.0 per cent of the
Company's issued share capital.
Dr
Sue Foden, Chair of TheraCryf said:
"This revised incentive scheme provides
greater alignment between Company management, former Chronos
personnel deemed essential in development of the acquired Chronos
Assets and our shareholders. I thank our management team for
accepting share-based payments in lieu of cash bonuses in the
interests of extending our cash runway and for voluntarily
surrendering their options under previous
schemes."
-Ends-
Enquiries
|
TheraCryf plc
Dr Huw Jones, CEO
Toni Hänninen, CFO
Dr Helen Kuhlman, CBO
|
+44 (0)1625 315
090
enquiries@theracryf.com
|
|
Cavendish Capital Markets (NOMAD and Broker)
Geoff Nash / Teddy Whiley / Rory Sale (Corporate
Finance)
Nigel Birks / Harriet Ward (ECM)
|
+44 20 7220
0500
|
|
Vigo Consulting
Rozi
Morris
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+44 207 7390 0230
theracryf@vigoconsulting.com
|
About TheraCryf
TheraCryf is a clinical stage drug
development company focussing on oncology and neuropsychiatry. The
Company has a broad clinical and preclinical pipeline in
indications including glioblastoma*, neurodevelopmental disorders,
addiction, anxiety and narcolepsy* [*orphan
indications].
Its strategy is to generate
compelling data sets to preclinical and/or clinical proof of
concept and partner its clinical programmes with mid-size to large
pharma for larger trials and commercialisation, including Stalicla SA, in neurodevelopmental disorders.
The Company has sourced know how for programmes
from companies such as Shire (now Takeda).
TheraCryf has worked with and has
ongoing collaborations with major universities and hospitals such
as the University of Manchester, La Sapienza (Università di Roma),
the Erasmus Medical Centre, Rotterdam, Kings College London and the
University of Michigan.
The Company has its headquarters and
registered office at Alderley Park, Cheshire. It is listed on AIM
in London and trades under the ticker symbol TCF. 
For further information, please
visit: www.theracryf.com
The notification set out
below is provided in accordance with the requirements of
MAR.
|
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Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
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1
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Details of the person discharging managerial
responsibilities/person closely associated
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a.
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Name
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1. Dr Huw
Jones (CEO)
2. Toni
Hänninen (CFO)
3. Dr Helen
Kuhlman (PDMR)
4. Dr Glen
Clack (PDMR)
5. Dr
Nicholas Mallard (PDMR)
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2
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Reason for notification
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a.
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Position/Status
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1. Dr Huw
Jones (CEO)
2. Toni
Hänninen (CFO)
3. Dr Helen
Kuhlman (PDMR)
4. Dr Glen
Clack (PDMR)
5. Dr Nicholas
Mallard (PDMR)
|
|
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b.
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Initial notification/
Amendment
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Initial Notification
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3
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
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a.
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Name
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TheraCryf plc
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b.
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LEI
|
213800NO3E6TSTQO8K20
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4
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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
|
|
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a.
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Description of the financial
instrument, type of instrument
Identification Code
|
Options over Ordinary Shares of
0.25p each
GB00BSVYN304
|
|
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b.
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Nature of the transaction
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Grant of options under the TheraCryf
plc Long Term Incentive Plan with time vesting conditions
attached
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c.
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Price(s) and volume(s)
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Exercise Price(s)
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Volume(s)
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1.
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0.25p
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10,894,238
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|
|
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2.
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0.25p
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3,029,925
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|
|
|
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3.
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0.25p
|
4,039,015
|
|
|
|
|
4.
|
0.25p
|
2,212,526
|
|
|
|
|
5.
|
0.25p
|
3,944,633
|
|
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d.
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Aggregated information
- Aggregated Volume
- Price
|
See above
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e.
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Date of the transaction
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28 August 2024
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f.
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Place of the transaction
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Outside a trading venue
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