Angle PLC Announces Issue of LTIP Options and Share Options
ANGLE plc (OTCQX:ANPCY), a leader in liquid biopsy, announced on March 10, 2023, the approval of share options under its Remuneration Policy. The Remuneration Committee granted up to 6,000,000 LTIP options to executive directors and up to 9,000,000 Staff Share Options to employees. Following this issuance, total options outstanding will amount to 41,133,147 shares, equating to approximately 13.6% of the issued share capital. The exercise price for Staff Share Options is £0.2575. The LTIP options will vest based on performance conditions related to share price growth over three years, designed to enhance shareholder value.
- Approval of up to 6,000,000 LTIP options aims to incentivize executive directors.
- Total share options represent approximately 13.6% of issued share capital, within approved limits.
- LTIP options linked to performance, encouraging share price growth and enhancing shareholder value.
- Performance conditions for LTIP options introduce uncertainty regarding vesting.
- Potential dilution risk for existing shareholders due to increased share options.
GUILDFORD, UK / ACCESSWIRE / March 10, 2023 / ANGLE plc (AIM:AGL)(OTCQX:ANPCY), a world-leading liquid biopsy company, announces that, under the Remuneration Policy approved by the shareholders at the Annual General Meeting on 30 June 2021 ("the Remuneration Policy"), the Remuneration Committee has approved the grant under the Long-Term Incentive Plan (LTIP) of options (the "LTIP Options") over a maximum of 6,000,000 ordinary shares of £0.10 ("Ordinary Shares"), subject to the performance conditions set out below, to the Company's executive directors. Separately the Remuneration Committee has also approved the issue of up to 9,000,000 share options under its existing share option plans to staff (the "Staff Share Options").
Following the issue of these options, the Company will have outstanding options over a total of up to 41,133,147 Ordinary Shares, representing approximately
The exercise price for the Staff Share Options is £0.2575 per Ordinary Share, representing the Company's closing mid-market share price on 9 March 2023, being the latest practicable date prior to this announcement. The Staff Share Options are subject to certain service and/or performance conditions over a three-year period.
The LTIP Options have performance conditions as set out below, a performance period of three years and an additional holding period of two years. Subject to the rules of the LTIP, awards will vest only to the extent that the performance conditions have been met during the performance period and the underlying shares may only be traded once the holding period is completed. The LTIP Options contain normal "good leaver", "bad leaver" and change of control provisions, and malus and clawback provisions will apply under certain circumstances.
The intention of the LTIP is to reward tangible increases in shareholder value. The performance conditions for the LTIP Options relate to the compound annual growth rate (CAGR) of the share price over the three-year performance period. As different levels of performance are achieved the number of shares that vest increases up to a maximum as set out below:
Allocation of LTIP options | ||||||
Share price CAGR | Multiple of share price | Proportion vesting | Andrew Newland | Ian Griffiths | Total | |
< | < 1.73 | 0 | 0 | 0 | ||
> | > 1.73 | 720,000 | 480,000 | 1,200,000 | ||
> | > 1.95 | 1,800,000 | 1,200,000 | 3,000,000 | ||
> | > 2.20 | 3,600,000 | 2,400,000 | 6,000,000 | ||
The non-executive directors of the Company do not hold share options.
As at 9 March 2023, the Company has 260,580,547 Ordinary Shares in issue.
The below notification made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Andrew Newland | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | ANGLE plc | ||||
| b) | LEI | 213800BY11K6W3NMS374 | ||||
| 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 £0.10 each ISIN: GB0034330679 | ||||
| b) | Nature of the transaction | Grant of nil-cost LTIP options over ordinary shares under the ANGLE plc LTIP Scheme | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 10 March 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Ian Griffiths | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Finance Director | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | ANGLE plc | ||||
| b) | LEI | 213800BY11K6W3NMS374 | ||||
| 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 £0.10 each ISIN: GB0034330679 | ||||
| b) | Nature of the transaction | Grant of nil-cost LTIP options over ordinary shares under the ANGLE plc LTIP Scheme | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 10 March 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
For further information:
ANGLE plc | +44 (0) 1483 343434 |
Andrew Newland, Chief Executive Ian Griffiths, Finance Director Andrew Holder, Head of Investor Relations | |
Berenberg (NOMAD and Joint Broker) Toby Flaux, Ciaran Walsh, Milo Bonser | +44 (0) 20 3207 7800 |
Jefferies (Joint Broker) Thomas Bective, Shaam Vora | +44 (0) 20 7029 8000 |
FTI Consulting Simon Conway, Ciara Martin Matthew Ventimiglia (US) | +44 (0) 203 727 1000 +1 (212) 850 5624 |
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the EU Market Abuse Regulation (596/2014). Upon the publication of this announcement via a regulatory information service, this information is considered to be in the public domain.
For Frequently Used Terms, please see the Company's website on https://angleplc.com/investor-relations/glossary/
Notes for editors
About ANGLE plc www.angleplc.com
ANGLE is a world leading liquid biopsy company with sample-to-answer solutions. ANGLE's proven patent protected circulating tumor cell (CTC) harvesting technology is known as the Parsortix® system.
ANGLE's Parsortix® system is FDA cleared for its intended use in metastatic breast cancer and is currently the first and only FDA cleared medical device to harvest intact circulating cancer cells from blood.
Intended use
The Parsortix® PC1 system is an in vitro diagnostic device intended to enrich circulating tumor cells (CTCs) from peripheral blood collected in K2EDTA tubes from patients diagnosed with metastatic breast cancer. The system employs a microfluidic chamber (a Parsortix cell separation cassette) to capture cells of a certain size and deformability from the population of cells present in blood. The cells retained in the cassette are harvested by the Parsortix PC1 system for use in subsequent downstream assays. The end user is responsible for the validation of any downstream assay. The standalone device, as indicated, does not identify, enumerate or characterize CTCs and cannot be used to make any diagnostic/prognostic claims for CTCs, including monitoring indications or as an aid in any disease management and/or treatment decisions.
The Parsortix system enables a liquid biopsy (a simple blood test) to be used to provide the circulating metastatic breast cancer cells to the user in a format suitable for multiple types of downstream analyses. The system is based on a microfluidic device that captures cells based on a combination of their size and compressibility. The system is epitope independent and can capture all phenotypes of CTCs (epithelial, mesenchymal and EMTing CTCs) as well as CTC clusters in a viable form (alive). CTCs harvested from the system enable a complete picture of a cancer to be seen; as being an intact cell they allow DNA, RNA and protein analysis as well as cytological and morphological examination and may provide comparable analysis to a tissue biopsy in metastatic breast cancer. Because CTC analysis is a non-invasive process, unlike tissue biopsy, it can be repeated as often as needed. This is important because cancer develops and changes over time and there is a clear medical need for up-to-date information on the status of a patient's tumor. In addition, the live CTCs harvested by the Parsortix system can be cultured, which offers the potential for testing tumor response to drugs outside the patient.
The Parsortix technology is the subject of 26 granted patents in Europe, the United States, China, Australia, Canada, India, Japan and Mexico with three extensive families of patents are being progressed worldwide.
In the United States, the Parsortix® PC1 system has received a Class II Classification from FDA for use with metastatic breast cancer patients. FDA clearance is seen as the global gold standard. ANGLE's Parsortix system is the first ever FDA cleared system for harvesting CTCs for subsequent analysis. ANGLE has applied the IVD CE Mark to the same system for the same intended use in Europe.
ANGLE has also completed three separate 200 subject clinical studies under a programme designed to develop an ovarian cancer pelvic mass triage test, with the results showing best in class accuracy (AUC-ROC) of
ANGLE has established formal collaborations with world-class cancer centres and major corporates such as Abbott, Philips and QIAGEN, and works closely with leading CTC translational research customers. These Key Opinion Leaders (KOLs) are working to identify applications with medical utility (clear benefit to patients), and to secure clinical data that demonstrates that utility in patient studies. The body of evidence as to the benefits of the Parsortix system is growing rapidly from our own clinical studies in metastatic breast cancer and ovarian cancer and also from KOLs with 77 peer-reviewed publications and numerous publicly available posters from 35 independent cancer centres, available on our website.
ANGLE has established clinical services laboratories in the UK and the United States to accelerate commercialisation of the Parsortix system and act as demonstrators to support product development. The laboratories offer services globally to pharmaceutical and biotech customers for use of Parsortix in cancer drug trials and, once the laboratories are accredited and tests validated, will provide Laboratory Developed Tests (LDTs) for patient management.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
SOURCE: ANGLE plc
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FAQ
What is the significance of the LTIP options granted to ANGLE plc executives?
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