Cizzle Biotechnology Holdings PLC Grant of Options (2821R)

TIDMCIZ

RNS Number : 2821R

Cizzle Biotechnology Holdings PLC

04 November 2021

4 November 2021

Cizzle Biotechnology Holdings Plc

("Cizzle Biotechnology" or the "Company")

Grant of Options

Cizzle Biotechnology, the UK based diagnostics developer, announces that on 3 November 2021 the Company granted options ("Options") over a total of 19,741,345 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") to Persons Discharging Managerial Responsibilities ("PDMRs") pursuant to the Company's newly established Management Incentive Plan.

The intention to establish an option scheme was described in the Company's prospectus published on 23 April 2021 (the "Prospectus") and that such a scheme, when put in place, would comply with the guidance issued by The Investment Association.

Taking into account the commitments made in the Prospectus, the Options have been granted as follows:

 
 Name             Role               Number      Total number     New Options     Total number     Percentage 
                                     of new        of options     as percentage    of Ordinary     of current 
                                     Options     held following    of current        Shares          issued 
                                     granted         grant           issued           held        share capital 
                                                                  share capital                       held 
                  Executive 
 Allan Syms        Chairman         5,068,956         5,068,956            2.0%              -                - 
                 ---------------  -----------  ----------------  --------------  -------------  --------------- 
                  Non-executive 
 Dawn Coverley     Director        12,672,389      16,361,485**            5.0%    13,359,042*           5.12%* 
                 ---------------  -----------  ----------------  --------------  -------------  --------------- 
 Nigel Lee        Finance 
  ***              Director         2,000,000         2,001,600           0.79%         18,571           0.007% 
                 ---------------  -----------  ----------------  --------------  -------------  --------------- 
 

*this includes 7,055,548 shares held by Professor Dawn Coverley's husband, Justin Ainscough, a founder scientist of Cizzle Biotechnology Ltd.

** the total number of options held by Dawn Coverley following this grant includes 3,689,096 options exercisable within three years from 14 May 2021 at an exercise price of 1.534p per Ordinary Share. The exercise of these options is not subject to any conditions.

*** includes 1,600 options and 18,571 shares held by CFO Solutions Limited of which Nigel Lee is a director and shareholder.

The Options granted are exercisable at a price of 10 pence per Ordinary Share, an approximate 127% premium to the closing mid-market price of the Cizzle Biotechnology shares on 3 November 2021, subject to certain vesting criteria being met. These vesting criteria are based on detailed key deliverables being achieved, derived from the Company's near to medium term business plan as set out in the Prospectus, together with further milestones identified by the Company.

When step one of the performance and/or service conditions are deemed to have been met, to the satisfaction of such members of the Company's Board who are not interested in the Management Incentive Plan, the beneficiary becomes unconditionally entitled to 50% of the Options and they are capable of exercise. Once all further performance and/or service conditions are deemed to have been met the beneficiary becomes unconditionally entitled to the remaining Options and they are capable of exercise. Following the Options being deemed capable of exercise the recipient has ten years in which to exercise.

Further detail is set out in the PDMR disclosure table below.

Notification 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)   Names                        Allan Syms - Executive Chairman 
                                    Dawn Coverley - Non-executive Director 
                                    Nigel Lee - Finance Director 
     ---------------------------  ---------------------------------------- 
 2.   Reason for the Notification 
     --------------------------------------------------------------------- 
 a)   Position/status              See 1(a) above for positions - all 
                                    classified as PDMRs of the Company 
     ---------------------------  ---------------------------------------- 
 b)   Initial notification/        Initial Notification 
       Amendment 
     ---------------------------  ---------------------------------------- 
 3.   Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     --------------------------------------------------------------------- 
 a)   Name                         Cizzle Biotechnology Holdings Plc 
     ---------------------------  ---------------------------------------- 
 b)   LEI                          213800G3OS3SA2J1Y358 
     ---------------------------  ---------------------------------------- 
 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           In each case, the grant of Options 
       Financial instrument,        over Ordinary Shares on 3 November 
       type of instrument           2021 
      Identification code          GB00BNG2VN02 
     ---------------------------  ---------------------------------------- 
 b)   Nature of the transaction    Grant of Options over Ordinary Shares 
     ---------------------------  ---------------------------------------- 
 c)   Price(s) and volume(s)       Price: n/a 
                                    Volumes: 
                                    Allan Syms - 5,068,956 Options 
                                    Dawn Coverley - 12,672,389 Options 
                                    Nigel Lee - 2,000,000 Options 
     ---------------------------  ---------------------------------------- 
 d)     Aggregated information:    n/a 
          *    Aggregated volume 
 
 
          *    Price 
     ---------------------------  ---------------------------------------- 
 e)   Date of the transaction      3 November 2021 
     ---------------------------  ---------------------------------------- 
 f)   Place of the transaction     Outside a trading venue 
     ---------------------------  ---------------------------------------- 
 

This announcement contains inside information for the purposes of article 7 of EU Regulation 596/2014 which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018 ("UK MAR") . Upon the publication of this announcement this inside information is now considered to be within the public domain.

Enquiries:

 
 Cizzle Biotechnology Holdings     Via IFC Advisory 
  plc 
 Allan Syms (Executive Chairman) 
 
 
 Allenby Capital Limited    [phone] 
 John Depasquale 
 Alex Brearley 
 
 
 Novum Securities Limited    [phone] 
 Colin Rowbury 
  Jon Bellis 
 
 
 IFC Advisory Limited    [phone] 
 Tim Metcalfe 
 Florence Chandler 
 

Notes to Editors:

About Cizzle Biotechnology

Cizzle Biotechnology is developing a blood test for the early detection of lung cancer. Cizzle Biotechnology is a spin- out from the University of York, founded in 2006 around the work of Professor Coverley and colleagues . Its proof-of-concept prototype test is based on the ability to detect a stable plasma biomarker, a variant of CIZ1 known as CIZ1B. CIZ1 is a naturally occurring cell nuclear protein involved in the cell growth and division cycle, and the targeted CIZ1B variant is highly correlated with early stage lung cancer.

For more information please see https://cizzlebiotechnology.com

You can also follow the Company through its twitter account @CizzlePlc and on LinkedIn.

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November 04, 2021 03:00 ET (07:00 GMT)