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Share Name Share Symbol Market Type Share ISIN Share Description
Oncimmune Holdings Plc LSE:ONC London Ordinary Share GB00BYQ94H38 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -3.00 -1.69% 174.50 172.00 177.00 182.50 174.50 182.50 4,191 09:09:23
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Health Care Equipment & Services 0.2 -8.5 -13.0 - 121

Oncimmune Holdings PLC New Incentivisation Scheme for Senior Management

11/09/2020 12:14pm

UK Regulatory (RNS & others)


Oncimmune (LSE:ONC)
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TIDMONC

RNS Number : 7821Y

Oncimmune Holdings PLC

11 September 2020

Oncimmune Holdings plc

("Oncimmune" or the "Company")

New Incentivisation Scheme for Senior Management, PDMR Notification and Significant Shareholder Notification

Oncimmune Holdings plc (AIM: ONC.L), the leading global immunodiagnostics group , today announces t hat it has put in place a new incentivisation scheme for its senior management (the "New Scheme") and that, pursuant to the New Scheme, options ("Options") to subscribe for an aggregate of up to 4,510,509 ordinary shares of GBP0.01 each in the Company ("Ordinary Shares") were granted on 10 September 2020 to each of Meinhard Schmidt, Chairman, Adam Hill, Chief Executive Officer, Matthew Hall, Chief Financial Officer and Ron Kirschner, General Counsel and Company Secretary (the "Senior Management").

The Options granted pursuant to the New Scheme each have an exercise price of GBP0.01 and will vest based on the Company's share price during the course of the next three years, between GBP2.00 and GBP3.50 ("Target Share Price") (as set out below), which aligns directly with shareholder value. The minimum number of Options to vest pursuant to the New Scheme is over 1,125,315 Ordinary Shares and the maximum number of Options to vest is over 4,510,509 Ordinary Shares. Once vested, Options (or resulting shares) must be held for a further two years, subject to certain exceptions and acceleration events. The Target Share Prices, allocations and vesting for the Senior Management are as follows:

 
                                        Target Share Price* 
                       GBP2.00     GBP2.50     GBP2.75     GBP3.00     GBP3.50 
                    ---------- 
                                              Vesting 
                    ---------------------------------------------------------- 
                           25%         50%      62.50%         75%        100% 
------------------  ---------- 
 Name                             Total Number of Options Vested 
                    ---------------------------------------------------------- 
 Adam Hill            741,187    1,482,374   1,852,968   2,223,562   2,964,749 
                    ----------  ----------  ----------  ----------  ---------- 
 Meinhard Schmidt     164,083     328,167     410,209     492,251     656,335 
                    ----------  ----------  ----------  ----------  ---------- 
 Matthew Hall         148,237     296,475     370,593     444,712     592,950 
                    ----------  ----------  ----------  ----------  ---------- 
 Ron Kirschner       71,808**     148,237     185,296     222,356     296,475 
                    ----------  ----------  ----------  ----------  ---------- 
 Total               1,125,315   2,255,253   2,819,066   3,382,881   4,510,509 
                    ----------  ----------  ----------  ----------  ---------- 
 Percentage of 
  issued share 
  capital***           1.7%        3.4%        4.3%        5.1%        6.6% 
                    ----------  ----------  ----------  ----------  ---------- 
 

* Based upon the maximum average share price of Ordinary Shares for any 20 prior consecutive business days throughout the period to the vesting date, being the later of (a) the third anniversary of the date of grant and (b) the date falling 20 business days after the announcement of the Company's results for the financial year ended 31 May 2023. Prorated on a straight-line basis between the thresholds shown.

** Amount accounting for some options being taxed under an Enterprise Management Incentive scheme.

*** Based on current issued share capital assuming all options under the New Scheme at each Target Share Price are vested and exercised.

A further performance condition applies such that the Directors may reduce the vesting in the event that they determine that the Company's overall performance (including financial performance and shareholder experience) does not warrant the level of vesting.

The New Scheme is designed to incentivise Senior Management to continue the execution of the Company's strategy over the next three years. The final measurement date will be at the end of the scheme, being after three years from grant or 20 business days following the publication of the Company's results for the financial year ending 31 May 2023 (whichever is later), or may be measured at any accelerating event. No member of the Senior Management will be entitled to receive any further Options as part of the Company's employee incentivisation scheme until the end of FY2023/24.

The Options have been granted under the rules of the Company's 2016 Share Option Plan (the "Rules"), though subject to additional terms which include the ability for the Company to clawback the Options (or any shares resulting from exercise) in the event that malus by the relevant option holder is discovered within three years of the Option having vested. In accordance with the Rules, the Senior Management team will be responsible for all taxes arising from the vesting and exercise of the Options, including any National Insurance Contributions due to be paid by the Company (and such liabilities for employers' NICs have been reflected in the numbers of options granted to individuals to the extent they have this obligation).

As a result of the Options granted pursuant to the New Scheme, Senior Management's interests in the Company are as follows:

 
                     No. of Ordinary   No. of Options   No. of warrants     Total 
                          Shares 
 Adam Hill               40,913          3,490,862             -          3,531,775 
                    ----------------  ---------------  ----------------  ---------- 
 Meinhard Schmidt        31,000          1,076,705          226,250       1,333,955 
                    ----------------  ---------------  ----------------  ---------- 
 Matthew Hall            11,935           888,436              -           900,341 
                    ----------------  ---------------  ----------------  ---------- 
 Ron Kirschner            1,652           526,738              -           528,390 
                    ----------------  ---------------  ----------------  ---------- 
 

Annalisa Jenkins, Chair of the Company's Remuneration Committee, commented: "Back in 2018 Oncimmune brought on board a new, world class, senior management team to take the company into its new phase. The team is successfully executing on the strategic plan to great effect, and as such, this award more closely aligns their interests with those of shareholders."

In connection with the Options granted pursuant to the New Scheme the Company has received the Notification of Major Holdings in shares from Adam Hill as set out below. In addition, this announcement, including the notification below, is made in accordance with the requirements of the EU Market Abuse Regulation, serves as 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)    Name                                1) Adam Hill 
                                            2) Meinhard Schmidt 
                                            3) Matthew Hall 
                                            4) Ron Kirschner 
      ----------------------------------  ------------------------------------------------ 
 2     Reason for the notification 
      ------------------------------------------------------------------------------------ 
 a)    Position/status                     1) Chief Executive Officer 
                                            2) Chairman 
                                            3) Chief Financial Officer 
                                            4) General Counsel and Company Secretary 
      ----------------------------------  ------------------------------------------------ 
 b)    Initial notification                Initial notification 
        /Amendment 
      ----------------------------------  ------------------------------------------------ 
 3     Details of the issuer, emission allowance market participant, 
        auction platform, auctioneer or auction monitor 
      ------------------------------------------------------------------------------------ 
 a)    Name                                Oncimmune Holdings plc 
      ----------------------------------  ------------------------------------------------ 
 b)    LEI                                 213800HCYIWT6YPI1I02 
      ----------------------------------  ------------------------------------------------ 
 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                         Ordinary Shares of GBP0.01 each 
        of the financial 
        instrument, 
        type of instrument 
 
       Identification                      ISIN: GB00BYQ94H38 
        code 
 
 b)    Nature of the                       Grant of options 
        transaction 
      ----------------------------------  ------------------------------------------------ 
 c)    Price(s) and 
        volume(s) 
                                           -----------------------  -------------------- 
                                            Price(s)                 Volume(s) 
                                           -----------------------  -------------------- 
    1) GBP0.01                                                       2,964,749 
   ---------------------------------------------------------------  -------------------- 
    2) GBP0.01                                                       656,335 
   ---------------------------------------------------------------  -------------------- 
    3) GBP0.01                                                       592,950 
   ---------------------------------------------------------------  -------------------- 
    4) GBP0.01                                                       296,475 
   ---------------------------------------------------------------  -------------------- 
 
 d)    Aggregated information 
 
  - Aggregated                        As above 
   volume 
 
  - Price 
 
 e)    Date of the                         10 September 2020 
        transaction 
      ----------------------------------  ------------------------------------------------ 
 f)    Place of the                        Outside a trading venue 
        transaction 
      ----------------------------------  ------------------------------------------------ 
 

TR-1: S tandard form for notification of major holdings

 
 NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and 
  to the FCA in Microsoft Word format if possible)(i) 
 
 1a. Identity of the issuer or the                                      Oncimmune Holdings PLC 
  underlying issuer of existing shares 
  to which voting rights are attached 
  (ii) : 
                                                             -------------------------------------------- 
 1b. Please indicate if the issuer is a non-UK issuer (please mark with 
  an "X" if appropriate) 
 Non-UK issuer 
                                                                                                     ---- 
 2. Reason for the notification (please mark the appropriate box or boxes 
  with an "X") 
 An acquisition or disposal of voting rights 
                                                                                                     ---- 
 An acquisition or disposal of financial instruments                                                   X 
                                                                                                     ---- 
 An event changing the breakdown of voting rights 
                                                                                                     ---- 
 Other (please specify)(iii) : 
                                                                                                     ---- 
 3. Details of person subject to the notification obligation (iv) 
 Name                                                         Adam Hill 
 City and country of registered office 
  (if applicable) 
 4. Full name of shareholder(s) (if different from 3.) (v) 
 Name 
                                                             -------------------------------------------- 
 City and country of registered office 
  (if applicable) 
                                                             -------------------------------------------- 
 5. Date on which the threshold was                           10/09/2020 
  crossed or reached (vi) : 
                                                             -------------------------------------------- 
 6. Date on which issuer notified (DD/MM/YYYY):               10/09/2020 
                                                             -------------------------------------------- 
 7. Total positions of person(s) subject to the notification obligation 
                              % of voting       % of voting rights    Total of both   Total number 
                            rights attached      through financial     in % (8.A +     of voting rights 
                            to shares (total        instruments            8.B)        of issuer (vii) 
                                of 8. A)           (total of 8.B 
                                                    1 + 8.B 2) 
                          ------------------  ---------------------  --------------  -------------------- 
 Resulting situation 
  on the date 
  on which threshold 
  was crossed 
  or reached               0.06%               5.49%                  5.55%           63,539,475 
                          ------------------  ---------------------  --------------  -------------------- 
 Position of               Under 3%                                   Under 3% 
  previous notification 
  (if 
  applicable) 
                          ------------------  ---------------------  --------------  -------------------- 
 
 
 
 8. Notified details of the resulting situation on the date on which the 
  threshold was crossed or reached (viii) 
 A: Voting rights attached to shares 
 Class/type of      Number of voting rights (ix)                        % of voting rights 
  shares 
  ISIN code (if 
  possible) 
                           Direct                   Indirect                     Direct                  Indirect 
                     (Art 9 of Directive       (Art 10 of Directive        (Art 9 of Directive     (Art 10 of Directive 
                    2004/109/EC) (DTR5.1)          2004/109/EC)           2004/109/EC) (DTR5.1)        2004/109/EC) 
                                                    (DTR5.2.1)                                          (DTR5.2.1) 
                                           -------------------------- 
 GB00BYQ94H38       40,913                                              0.06% 
                   ----------------------  --------------------------  -------------------------  --------------------- 
 
 
 SUBTOTAL 8. A                           40,913                                              0.06% 
                   --------------------------------------------------  ------------------------------------------------ 
 
 B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC 
  (DTR5.3.1.1 (a)) 
 Type of            Expiration   Exercise/                       Number of voting                  % of voting 
 financial           date (x)     Conversion Period               rights that may                   rights 
 instrument                       (xi)                            be acquired if 
                                                                  the instrument 
                                                                  is 
                                                                  exercised/converted. 
                   -----------  ------------------------------  --------------------------------  --------------------- 
                    21 April 
 Options            2028                                         396,825                           0.62 
                   -----------  ------------------------------  --------------------------------  --------------------- 
                    4 June 
 Options            2030                                         129,288                           0.20 
                   -----------  ------------------------------  --------------------------------  --------------------- 
                    8 
                    September 
 Options            2030                                         2,964,749                         4.67 
                   -----------  ------------------------------  --------------------------------  --------------------- 
                                 SUBTOTAL 8. B 1                 3,490,862                         5.49 
                                ------------------------------  --------------------------------  --------------------- 
 
 B 2: Financial Instruments with similar economic effect according to Art. 
  13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) 
 Type of       Expiration        Exercise/             Physical or           Number of             % of voting 
  financial     date (x)          Conversion            cash                  voting rights         rights 
  instrument                      Period (xi)           settlement 
                                                        (xii) 
              ----------------  --------------------  --------------------  -------------------- 
 
 
 
                                                       SUBTOTAL 8.B.2 
                                                      --------------------  -------------------- 
 
 
 
 
 9. Information in relation to the person subject to the notification 
  obligation (please mark the 
  applicable box with an "X") 
 Person subject to the notification obligation is not controlled                        X 
  by any natural person or legal entity and does not control any other 
  undertaking(s) holding directly or indirectly an interest in the 
  (underlying) issuer (xiii) 
 Full chain of controlled undertakings through which the voting rights 
  and/or the 
  financial instruments are effectively held starting with the ultimate 
  controlling natural person or legal entity (xiv) (please add additional 
  rows as necessary) 
    Name (xv)        % of voting rights      % of voting rights       Total of both if 
                       if it equals or        through financial        it equals or is 
                      is higher than the      instruments if it        higher than the 
                     notifiable threshold    equals or is higher     notifiable threshold 
                                             than the notifiable 
                                                  threshold 
                   ----------------------  ---------------------  ------------------------ 
 
 
 
 
 
 
 10. In case of proxy voting, please identify: 
 Name of the proxy holder 
                                           ----------------------------------------------- 
 The number and % of voting rights 
  held 
                                           ----------------------------------------------- 
 The date until which the voting rights 
  will be held 
                                           ----------------------------------------------- 
 
 11. Additional information (xvi) 
 
 
 
 
 Place of completion   London, United Kingdom 
 Date of completion    10 September 2020 
                      ----------------------- 
 

For further information:

Oncimmune Holdings plc

Adam Hill, Chief Executive Officer

Matthew Hall, Chief Financial Officer

contact@oncimmune.co.uk

Zeus Capital Limited (Nominated Adviser and Joint Broker)

Andrew Jones, Daniel Harris, Victoria Ayton

+44 (0)20 3829 5000

N+1 Singer (Joint Broker)

Aubrey Powell, Harry Gooden, Iqra Amin, James Fischer

+44 (0)20 7496 3000

WG Partners (Joint Broker)

David Wilson, Chris Lee

+44 (0)203 705 9321

Media enquiries:

FTI Consulting

Ben Atwell, Michael Trace, Alex Davis

Oncimmune@fticonsulting.com

+44 (0)20 3727 1000

About Oncimmune

Our intimate understanding of the human immune system enables us to harness its sophisticated response to disease to detect cancer earlier and to support the development of better therapies.

The key to improving cancer survival is early detection and better selection for therapy. As a company, we are driven by our passion to improve cancer survival and give people extra time. Oncimmune's immunodiagnostic test, EarlyCDT, can detect and help identify cancer on average four years earlier than standard clinical diagnosis.

The unique combination of our core technology and understanding of the immune system, powers our ImmunoINSIGHTS service; a proprietary platform that enables life science organisations to optimise drug development and delivery, leading to more effective, targeted as well as safer treatments for patients.

Oncimmune was founded in 2002 and launched its platform diagnostic technology in 2009, followed by the launch of its first commercial tests, EarlyCDT Lung and EarlyCDT Liver. To date, over 200,000 tests have been performed for patients worldwide. EarlyCDT Lung was also used in what is believed to be the largest randomised controlled trial for the early detection of lung cancer using biomarkers, the successful National Health Service (NHS) Early detection of Cancer of the Lung ("ECLS") trial of 12,209 high-risk smokers in Scotland. This trial demonstrated that EarlyCDT Lung reduced the incidence of patients with late-stage lung cancer or unclassified presentation at diagnosis, compared to standard clinical practice.

Oncimmune, headquartered at its laboratory facility in Nottingham, UK, has a discovery research centre in Dortmund, Germany and a partner representative office in Shanghai, China. Oncimmune joined the Alternative Investment Market (AIM) of the London Stock Exchange in May 2016 under the ticker ONC.L.

For more information, visit www.oncimmune.com

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