Cancellation and Grant of Options

RNS Number : 6062H

Corero Network Security PLC

09 June 2017

 

9 June 2017

Corero Network Security plc

("Corero", the "Company")

Cancellation and Grant of Options

Corero Network Security plc (AIM: CNS), the AIM listed network security company, announces that certain existing options over ordinary shares of one pence each ("Ordinary Shares")  granted to certain directors of the Company ("Options") have been cancelled at the directors' election and new options over the same number of Ordinary Shares ("New Options") have been granted to those directors at a revised exercise price. Details of the cancellation of Options and the grant of New Options is set out below.  

Name	Role	Total number of Options held prior to the cancellation and grant of New Options	Options cancelled	New Options granted	Relevant scheme under which New Options have been granted	Number of Options held following the grant of the New Options
Ashley Stephenson	Chief Executive Officer	5,519,000	3,200,000	3,200,000	Unapproved	5,519,000
Andrew Lloyd	President and EVP Sales & Marketing	4,195,000	200,000	200,000	Executive EMI/Unapproved	4,195,000
Richard Last	Non-Executive Director	630,000	180,000	180,000	Unapproved	630,000

"Unapproved" refers to the Corero Unapproved Share Option Plan

"Executive EMI" refers to the Corero Executive EMI Option Plan

The New Options carry an exercise price of 13.6 pence per Ordinary Share, being the weighted average price of Company fundraises since 2010, and vest in equal proportions on the first, second and third anniversaries of being granted. Any Ordinary Shares issued pursuant to the exercise of the New Options may not be sold or otherwise transferred until the second anniversary of the date of being granted. There are no performance conditions associated to the vesting of the New Options.

In addition to the above, certain other options previously granted to employees, totalling 3,087,055, have also been cancelled, at the relevant employees' election, and new options over the same number of Ordinary Shares have been granted to those employees at a revised exercise price  of 13.6 pence per Ordinary Share.

The purpose of this cancellation and new option grant is to ensure that Corero share options continue to act as an incentive and retention tool for Corero employees.

The Company also intends to cancel 2,356,000 options previously granted to Andrew Miller and 425,000 options granted to Jens Montanana and grant an equal number of new options to each of them (the "New Concert Party Options"). Mr Miller and Mr Montanana are directors of the Company. The grant of the New Concert Party Options will, should it proceed, be on the same terms as the New Options, as set out above, and will be subject to the approvals as detailed below.  Rather than incur additional expenses in relation to these approvals, the Company intends to seek such approvals prior to the Annual General Meeting ("AGM") of the Company in 2018 and to include the required resolutions at such meeting or at an earlier general meeting of shareholders should such a meeting be held prior to the 2018 AGM. 

Mr Miller and Mr Montanana are presumed to be acting in concert (together, the "Concert Party") in accordance with the City Code on Takeover and Mergers (the "Code"). The Concert Party currently holds 139,091,437 Ordinary Shares of the Company, representing 44.1 per cent. of the Company's issued share capital. Further, if the members of the Concert Party exercise their rights from options currently held by them, and assuming no other Ordinary Shares are issued by the Company, then the Concert Party would have an aggregate interest in the Company of 144,925,437 Ordinary Shares, representing 45.1 per cent of the Company's issued share capital. 

Since the terms of the New Concert Party Options are different from existing options currently held by the Concert Party, the Company will require consent from the Panel on Takeovers and Mergers ("Panel") to waive the obligation on the Concert Party to make a general offer to shareholders under Rule 9 of the Code that could otherwise arise if the New Concert Party Options were exercised.  The Panel's waiver (if given) will be subject to the approval of independent shareholders, being shareholders other than the Concert Party, taken on a poll at a general meeting of the Company. 

The total number of options granted by the Company, following the cancellation and re-grant described above, and options excercised, represents 8.2% of the Ordinary Shares in issue.

A further announcement on the New Concert Party Options will be released in due course.

This announcement contains inside information.

Enquiries:

Corero Network Security plc
Andrew Miller, CFO		Tel: [phone]
Cenkos Securities plc		Tel: [phone]
Bobbie Hilliam - NOMAD Alex Aylen - Corporate Broking
Redleaf Communications		Tel: [phone]
Rebecca Sanders-Hewett/David Ison/Susie Hudson	[e-mail]

About Corero Network Security

Corero Network Security is the leader in real-time, high-performance DDoS defense solutions. Service providers, hosting providers and online enterprises rely on Corero's award winning technology to eliminate the DDoS threat to their environment through automatic attack detection and mitigation, coupled with complete network visibility, analytics and reporting. This next-generation technology provides a First Line of Defense® against DDoS attacks in the most complex environments while enabling a more cost effective economic model than previously available. For more information, visit www.corero.com

Grant of Options

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Ashley Stephenson
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 participation, auction platform, auctioneer or auction monitor
a)	Name:	Corero Network Security plc
b)	LEI:	N/a
4.	Details of 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: Identification code:	Ordinary Shares of 1 pence each ISIN: GB00B54X0432
b)	Nature of the transaction:	Grant of share options
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		Nil	3,200,000
d)	Aggregated volume: Price:	3,200,000 Nil
e)	Date of the Transaction:	x June 2017
f)	Place of the Transaction:	N/a

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Andrew Lloyd
2	Reason for the notification
a)	Position/Status:	President and EVP Sales & Marketing
b)	Initial Notification/Amendment:	Initial Notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name:	Corero Network Security plc
b)	LEI:	N/a
4.	Details of 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: Identification code:	Ordinary Shares of 1 pence each ISIN: GB00B54X0432
b)	Nature of the transaction:	Grant of share options
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		Nil	200,000
d)	Aggregated volume: Price:	200,000 Nil
e)	Date of the Transaction:	X June 2017
f)	Place of the Transaction:	N/a

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Richard Last
2	Reason for the notification
a)	Position/Status:	Non-executive Director
b)	Initial Notification/Amendment:	Initial Notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name:	Corero Network Security plc
b)	LEI:	N/a
4.	Details of 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: Identification code:	Ordinary Shares of 1 pence each ISIN: GB00B54X0432
b)	Nature of the transaction:	Grant of share options
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		Nil	180,000
d)	Aggregated volume: Price:	180,000 Nil
e)	Date of the Transaction:	X June 2017
f)	Place of the Transaction:	N/a

 

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