New Incentivisation Scheme for Senior Management

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 £0.01 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 £0.01 and will vest based on the Company's share price during the course of the next three years, between £2.00 and £3.50 ("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*
	£2.00	£2.50	£2.75	£3.00	£3.50
	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 Shares	No. of Options	No. of warrants	Total
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 /Amendment	Initial notification
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 of the financial instrument, type of instrument	Ordinary Shares of £0.01 each
	Identification code	ISIN: GB00BYQ94H38
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			1) £0.01	2,964,749
			2) £0.01	656,335
			3) £0.01	592,950
			4) £0.01	296,475
d)	Aggregated information
	- Aggregated volume	As above
	- Price
e)	Date of the transaction	10 September 2020
f)	Place of the transaction	Outside a trading venue

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 underlying issuer of existing shares to which voting rights are attached ii :			Oncimmune Holdings PLC
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 crossed or reached vi :			10/09/2020
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 rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights of issuer vii
Resulting situation on the date on which threshold was crossed or reached	0.06%	5.49%		5.55%	63,539,475
Position of previous notification (if applicable)	Under 3%			Under 3%

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 shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)			Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (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 financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
Options		21 April 2028				396,825			0.62
Options		4 June 2030				129,288			0.20
Options		8 September 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 financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash settlement xii			Number of voting rights	% of voting rights
					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 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				X
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 if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher 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

[e-mail]

Zeus Capital Limited (Nominated Adviser and Joint Broker)

Andrew Jones, Daniel Harris, Victoria Ayton

[phone]

N+1 Singer (Joint Broker)

Aubrey Powell, Harry Gooden, Iqra Amin, James Fischer

[phone]

WG Partners (Joint Broker)

David Wilson, Chris Lee

[phone]

Media enquiries:

FTI Consulting

Ben Atwell, Michael Trace, Alex Davis

[e-mail]

[phone]

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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