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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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2.70 | 10.23% | 29.10 | 27.20 | 31.00 | 30.20 | 27.00 | 27.00 | 215,861 | 16:35:16 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Medical Laboratories | 1.47M | -6.15M | -0.0830 | -3.61 | 22.24M |
From Apr 2019 to Apr 2024
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:
Hot Features
Premium
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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September 11, 2020 07:14 ET (11:14 GMT)
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