Issue of LTIP Options and Share Options and adjustment in timescales for certain existing share options
GUILDFORD, UK / ACCESSWIRE / November 15, 2021 / 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 3,000,000 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 4,942,500 share options under its existing share option plans to staff (the "Staff Share Options") and, under the discretion approved by the shareholders at the Annual General Meeting on 30 June 2021 (Resolutions 4 and 5), approved the adjustment in timescales to reflect COVID-19 related impacts in relation to certain existing share options as set out below.
Following the issue of these options, the Company will have outstanding options over a total of up to 32,406,146 Ordinary Shares, representing approximately 12.1% of its issued and to be issued share capital, which is within the Remuneration Policy approved limit of up to 16%.
The exercise price for the Staff Share Options is £1.285 per Ordinary Share, representing the Company's closing mid-market share price on 12 November 2021, 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 | |
< 20% | < 1.73 | 0% | 0 | 0 | 0 | |
> 20% | > 1.73 | 20% | 360,000 | 240,000 | 600,000 | |
> 25% | > 1.95 | 50% | 900,000 | 600,000 | 1,500,000 | |
> 30% | > 2.20 | 100% | 1,800,000 | 1,200,000 | 3,000,000 | |
The expiry date of share options expiring on 17 November 2021 is extended to no later than 17 November 2022. Other than this change in date, the performance conditions are unchanged. For share options / LTIP awards issued on 20 December 2018, the performance conditions remain unchanged but the timescales for their required achievement is extended to no later than 20 December 2022. Other than this change in date, the overall performance is unchanged. The LTIP requirement for an overall five year period is unchanged. Full details of the share options concerned are given in the Company's Annual Report for the year ended 31 December 2020.
The non-executive directors of the Company do not hold share options.
As at 12 November 2021, the Company has 234,942,051 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) | Price(s) | Volume(s) |
| Nil | Up to 1,800,000 dependent on performance | ||
| d) | Aggregated information - Aggregated volume - Price | N/A | |
| e) | Date of the transaction | 15 November 2021 | |
| 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) | Price(s) | Volume(s) |
| Nil | Up to 1,200,000 dependent on performance | ||
| d) | Aggregated information - Aggregated volume - Price | N/A | |
| e) | Date of the transaction | 15 November 2021 | |
| 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 Andrew Holder, Head of Investor Relations | |
Berenberg (NOMAD and Joint Broker) Toby Flaux, Jen Clarke, Milo Bonser, Shiv Dave | +44 (0) 20 3207 7800 |
Jefferies (Joint Broker) Max Jones, Thomas Bective | +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 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 may 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 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.
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 program designed to develop an ovarian cancer pelvic mass triage test, with the results showing best in class accuracy (AUC-ROC) of 95.1%. The pelvic mass triage assay has undergone further refinement and optimisation and a 200 patient clinical verification study has now completed enrolment.
ANGLE's technology for the multiplex evaluation of proteins and nucleic acids of all types is called the HyCEADTM 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 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 95.1%.
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 49 peer-reviewed publications and numerous publicly available posters, available on our website.
ANGLE has established clinical services laboratories in the UK and USA to accelerate commercialisation of the Parsortix system and act as demonstrators to support product development. The laboratories offer services 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.
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SOURCE: ANGLE plc
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