Angle PLC Announces Issue of LTIP Options and Share Options
ANGLE plc (OTCQX: ANPCY) announced the grant of up to 3,000,000 Long-Term Incentive Plan (LTIP) options to executive directors and up to 4,940,000 share options to staff, contingent on performance conditions. The Remuneration Committee highlighted that these awards follow a suspension of the Annual Bonus Plan amid the COVID-19 pandemic. The LTIP aims to enhance shareholder value, with performance tied to FDA clearance for the Parsortix system and share price growth. Post-grant, total options outstanding will reach approximately 26,810,806, representing 13.0% of the issued share capital.
- Grant of up to 3,000,000 LTIP options to incentivize executive performance.
- Potential increase in shareholder value linked to FDA clearance and share price growth.
- No bonuses awarded to executives or staff for the last eight months due to cash conservation during the pandemic.
GUILDFORD, SURREY / ACCESSWIRE / September 28, 2020 / 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 October 2018 ("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 3,000,000 ordinary shares of £0.10 ("Ordinary Shares"), dependent on certain performance conditions, to the Company's executive directors. Separately the Remuneration Committee has also approved the issue of up to 4,940,000 share options under its existing share option plans to staff (the "Staff Share Options").
The Remuneration Committee's approval of the allocation of these options was conditional on the submission of a full De Novo FDA Submission for its Parsortix® PC1 system seeking FDA clearance for use with metastatic breast cancer, as separately announced today. The Remuneration Committee notes that the Company's Annual Bonus Plan approved by shareholders was suspended in respect of the eight month period to 31 December 2019 to conserve cash balances with the advent of the COVID-19 pandemic and neither executive directors nor staff received bonuses for that period, which otherwise would have been the case. The last option award, other than allocations to new joiners, was made just under two years ago in December 2018. These factors have been taken into account by the Remuneration Committee in making its awards.
Following the issue of these options, the Company will have outstanding options over a total of up to 26,810,806 Ordinary Shares, representing approximately
The exercise price for the Staff Share Options is £0.53 per Ordinary Share, representing the Company's closing mid-market share price on 25 September 2020, 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 at the end of 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 (i) the Company achieving FDA clearance for its Parsortix system and (ii) 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 | |
< | < 1.7 | 0 | 0 | 0 | ||
> | > 1.7 | 360,000 | 240,000 | 600,000 | ||
> | > 2.5 | 900,000 | 600,000 | 1,500,000 | ||
> | > 3.4 | 1,800,000 | 1,200,000 | 3,000,000 | ||
The non-executive directors of the Company do not hold share options.
As at 25 September 2020, the Company has 172,796,483 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
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a)
| Name
| Andrew Newland
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2
| Reason for the notification
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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)
|
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d)
| Aggregated information
- Aggregated volume
- Price
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N/A
| ||||
e)
| Date of the transaction
| 28 September 2020 | ||||
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
| 28 September 2020 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
For further information ANGLE:
ANGLE plc | +44 (0) 1483 343434 |
Andrew Newland, Chief Executive Ian Griffiths, Finance Director
| |
finnCap Ltd (NOMAD and Joint Broker) Corporate Finance - Carl Holmes, Simon Hicks ECM - Alice Lane, Sunila de Silva
| +44 (0)20 7220 0500 |
WG Partners (Joint Broker) Nigel Barnes, Nigel Birks, Andrew Craig, Chris Lee
| +44 (0) 203 705 9330
|
FTI Consulting Simon Conway, Ciara Martin, Stephanie Cuthbert Matthew Ventimiglia (US) |
+44 (0) 203 727 1000 +1 (212) 850 5624 |
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2015.
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 platforms include a circulating tumor cell (CTC) harvesting technology and a downstream analysis system for cost effective, highly multiplexed analysis of nucleic acids and proteins.
ANGLE's cell separation technology is called the Parsortix® system, and it enables a liquid biopsy (a simple blood test) to be used to provide the cells of interest 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 types of CTCs as well as CTC clusters in a viable form (alive).
CTCs enable the complete picture of a cancer to be seen as, being an intact cell, they allow DNA, RNA and protein analysis and thus provide comparable analysis to a tissue biopsy. 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. In addition, the live CTCs harvested can be cultured, which offers the potential for testing response to drugs outside the patient.
The Parsortix technology is the subject of 24 granted patents in Europe, the United States, China, Australia, Canada, India, Japan and Mexico with three extensive families of patents are being progressed worldwide.
The Parsortix system has a CE Mark in Europe for the indicated use and, in the United States, a De Novo Submission has been made to FDA for the Parsortix® PC1 system seeking FDA clearance with Class II Classification for use with metastatic breast cancer patients. FDA clearance is seen as the global standard. ANGLE is seeking to be the first ever FDA cleared system for harvesting CTCs for subsequent analysis.
ANGLE has also completed two 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's technology for the multiplex evaluation of proteins and nucleic acids of all types is called the HyCEADTM Ziplex® platform and is based on a patented flow through array technology. It provides for low cost, highly multiplexed, rapid and sensitive capture of targets from a wide variety of sample types. A proprietary chemistry approach (the HyCEAD method) allows for the capture and amplification of over 100 biomarkers simultaneously in a single reaction. The HyCEAD Ziplex system is extremely sensitive and is ideal for measuring gene expression and other markers directly from Parsortix harvests and was used in the ovarian cancer pelvic mass triage test to achieve best in class accuracy (AUC-ROC) of
ANGLE's proprietary technologies can be combined to provide automated, sample-to-answer results in both centralised laboratory and point-of-use cartridge formats.
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 36 peer-reviewed publications and numerous publicly available posters, available on our website.
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 purpose of the options granted to ANGLE plc executives and staff on September 28, 2020?
How many options are available for ANGLE plc's LTIP and Staff Share Options as of September 28, 2020?
What are the performance conditions for the LTIP options granted to ANGLE plc executives?
What percentage of its share capital will ANGLE plc have in outstanding options after the recent grants?
What was the reason for the suspension of the Annual Bonus Plan at ANGLE plc?
