Board Role Change and Launch of EIP

Poolbeg Pharma PLC

15 February 2024

 

Poolbeg Pharma plc

Board Role Change and Launch of Employee Performance Incentive Plan

15 February 2024 - Poolbeg Pharma (AIM: POLB, OTCQB: POLBF, "Poolbeg" or the "Company"), a biopharmaceutical company focussed on the development and commercialisation of innovative medicines targeting diseases with a high unmet medical need, announces a change of Board role and the Remuneration Committee's approval of the adoption of an Employee Performance Incentive Plan ("EIP") for a number of the key senior management, to align medium and long term objectives with those of shareholders and to encourage retention.

Change of Board role

Cathal Friel, Co-Founder, substantial shareholder, and currently Non-Executive Chairman of Poolbeg, is assuming the role of Executive Chairman at the Company effective immediately. Cathal brings valuable experience from his longstanding track record of value creation in a number of public companies, including as Co-Founder of Amryt Pharma plc ("Amryt"), which was acquired by Chiesi Farmaceutici S.p.A for US$1.48bn in 2023. He was also the Executive Chairman and Co-Founder of hVIVO plc (formerly Open Orphan plc) which IPO'd in June 2019 at 5.6 pence with a market capitalisation of c. £14 million. Open Orphan plc made a recommended all-equity offer for hVIVO plc in December 2019 for £12.96 million with the acquisition completing in January 2020. Since then, Cathal and his team have transformed hVIVO into a fast growing, profitable company with revenues of over £56 million, a share price of c. 28 pence and a market capitalisation of c. £200m.

Cathal will continue to work closely with the Company's Chief Executive Officer, Jeremy Skillington and the now expanded leadership team, several of whom have recently joined from Amryt Pharma. Cathal will focus on Poolbeg's strategic initiatives, leveraging his strong track record of value creation, including the Company's growing focus upon rare and orphan diseases, whilst Jeremy will continue his successful leadership of the Company's clinical programmes and business development efforts alongside David Allmond.

Employee Performance Incentive Plan

The EIP has been designed with support from Aon, in their role as advisors to the Remuneration Committee of the Board of the Company, to reward, incentivise and retain a number of key senior management to deliver sustainable growth for shareholders. Under the EIP, these team members have been awarded nominal cost long term incentive options ("EIP Options") over ordinary shares in the Company with vesting conditional upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 17.945 pence or above over a period of fourteen calendar days (representing a c.85% premium to the share price at close of market on February 14, 2024). The EIP Options are also subject to acceleration in certain scenarios including a change of control of the Company.

Co-Founder and Chairman, Cathal Friel, Chief Executive Officer, Jeremy Skillington, and Co-Founder and Chief Financial Officer, Ian O'Connell have been awarded 4,639,175, 4,639,175 and 4,639,175 EIP Options respectively as detailed in the tables below.

Options were also issued to the recently recruited Chief Business Officer, David Allmond 7,731,958 EIP Options and John McEvoy, SVP Chief Legal Officer 4,123,711 EIP Options.

A small number of other key employees were also issued 2,474,225 EIP Options.

Cathal Friel, Executive Chairman of Poolbeg Pharma plc said: "As one of the Co-Founders of Poolbeg, and a great believer in the Company's potential, I have been dedicating a large part of my time to supporting the Company on its dynamic growth path. Therefore, the Board felt it was appropriate that I should change my role to Executive Chairman to reflect my ongoing time commitment and the experience that I bring from my track record of value creation at both hVIVO plc and Amryt Pharma plc. 

"These EIP options will incentivise and retain key members of the Poolbeg management team, firmly aligning their interests and reward with that of shareholders. When we established Poolbeg we always had the ambition of replicating Amryt's success with a focus upon developing sustainable and profitable revenues over a relatively short period of time. Since IPO we have made great progress in building an innovative and attractive pipeline including POLB 001, which has a >$10 billion market opportunity as a preventative therapy for cancer immunotherapy-induced CRS; our unique AI-driven drug discovery programmes; and an oral GLP-1R agonist which will enter the clinic shortly for a proof-of-concept clinical trial. With the former Amryt executives John, David and Laura now on board, we have an exceptional management team in place to accelerate the growth of the Company and to create value for shareholders. I believe Poolbeg is well positioned for success. As part of my ongoing commitment to the Company, I also intend to start increasing my shareholding in Poolbeg as and when I am able to do so." 

Enquiries

Poolbeg Pharma Plc Jeremy Skillington, CEO Ian O'Connell, CFO	[phone]
Cavendish Capital Markets Ltd (Nominated Adviser & Joint Broker) Geoff Nash, Charlie Beeson, Nigel Birks, Harriet Ward (ECM)	[phone]
Singer Capital Markets (Joint Broker) Phil Davies, Sam Butcher	[phone]
J&E Davy (Joint Broker) Anthony Farrell, Niall Gilchrist	[phone]
Optimum Strategic Communications Nick Bastin, Vici Rabbetts, Elena Bates	[phone] [e-mail]

About Poolbeg Pharma

Poolbeg Pharma plc is committed to the development and commercialisation of innovative medicines targeting diseases with a high unmet medical need. Its model focusses upon developing its exciting clinical assets and commercialising approved and marketed drugs to fund the development of its robust pipeline of innovative products, thereby driving significant value creation.

Poolbeg is led by an experienced leadership team with a history of delivering significant shareholder value. The team has been strengthened by the appointment of three former members of the Amryt Pharma plc leadership team, with the intention of repeating Amryt's success and generating near term revenues.

Poolbeg's clinical programmes target large addressable markets including cancer immunotherapy-induced CRS, infectious disease, and metabolic conditions such as obesity with the development of an oral GLP-1R agonist. It uses a cost-effective development philosophy to generate high quality human data to support partnering and further development. Its AI-led infectious disease programmes analyse unique data from human challenge trials to identify clinically relevant drug targets and treatments, leading to faster development and greater commercial appeal. 

Forward-Looking Statements

This announcement may contain forward-looking statements and the words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and similar expressions (or their negative) identify certain of these forward-looking statements. The forward-looking statements in this announcement are based on numerous assumptions and Poolbeg's present and future business strategies and the environment in which Poolbeg expects to operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These statements are not guarantees of future performance or the ability to identify and consummate investments. Many of these risks and uncertainties relate to factors that are beyond Poolbeg's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the outcome of clinical trials, the actions of regulators and other factors such as Poolbeg's ability to obtain financing, changes in the political, social and regulatory framework in which Poolbeg operates or in economic, technological or consumer trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. No person is under any obligation to update or keep current the information contained in this announcement or to provide the recipient of it with access to any additional relevant information.

For more information, please go to www.poolbegpharma.com or follow us on Twitter and LinkedIn @PoolbegPharma.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulation.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Cathal Friel
2	Reason for Notification
a)	Position/status	Executive Chairman
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Poolbeg Pharma PLC
b)	LEI	213800UZ8WJLWYHBFL52
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 0.002 pence each in Poolbeg Pharma PLC
	Identification code	GB00BKPG7Z60
b)	Nature of the transaction	Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee Performance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 4,639,175
d)	Aggregated information -     Aggregated volume -     Price	Not applicable - single transaction
e)	Date of the transaction	14 February 2024
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jeremy Skillington
2	Reason for Notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Poolbeg Pharma PLC
b)	LEI	213800UZ8WJLWYHBFL52
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 0.002 pence each in Poolbeg Pharma PLC
	Identification code	GB00BKPG7Z60
b)	Nature of the transaction	Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee Performance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 4,639,175
d)	Aggregated information -     Aggregated volume -     Price	Not applicable - single transaction
e)	Date of the transaction	14 February 2024
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ian O'Connell
2	Reason for Notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Poolbeg Pharma PLC
b)	LEI	213800UZ8WJLWYHBFL52
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 0.002 pence each in Poolbeg Pharma PLC
	Identification code	GB00BKPG7Z60
b)	Nature of the transaction	Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee Performance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 4,639,175
d)	Aggregated information -     Aggregated volume -     Price	Not applicable - single transaction
e)	Date of the transaction	14 February 2024
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	David Allmond
2	Reason for Notification
a)	Position/status	Chief Business Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Poolbeg Pharma PLC
b)	LEI	213800UZ8WJLWYHBFL52
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 0.002 pence each in Poolbeg Pharma PLC
	Identification code	GB00BKPG7Z60
b)	Nature of the transaction	Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee Performance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 7,731,958
d)	Aggregated information -     Aggregated volume -     Price	Not applicable - single transaction
e)	Date of the transaction	14 February 2024
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John McEvoy
2	Reason for Notification
a)	Position/status	SVP, Chief Legal Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Poolbeg Pharma PLC
b)	LEI	213800UZ8WJLWYHBFL52
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 0.002 pence each in Poolbeg Pharma PLC
	Identification code	GB00BKPG7Z60
b)	Nature of the transaction	Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee Performance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 4,123,711
d)	Aggregated information -     Aggregated volume -     Price	Not applicable - single transaction
e)	Date of the transaction	14 February 2024
f)	Place of the transaction	Outside a trading venue

 

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