Directors' Remuneration & General Meeting

RNS Number : 0044R

Sareum Holdings PLC

06 December 2016

 



(AIM: SAR)

6 December 2016

SAREUM HOLDINGS PLC

("Sareum" or the "Company")

Directors' Remuneration & General Meeting

Introduction

Further to the announcement by Sareum of the licensing of CCT245737 to ProNAi Therapeutics, Inc. (the "ProNAi licensing transaction") on 27 September 2016, which is anticipated to generate for the Company up to US$88.4 million together with a share of sales royalties, and of the Company's final results for the year ended 30 June 2016 on 2 November 2016, the Company announces various proposed changes to the remuneration of its Directors.

The changes described below constitute a related party transaction for the purposes of the AIM Rules for Companies and, in the absence of any independent Directors, they are conditional upon shareholder approval by ordinary resolution.

The proposals

The Company proposes the following changes to the remuneration of the Directors (such proposals together referred to as the "Proposals").

In light of the significant anticipated returns to the Company and its increased scale resulting from the licensing transaction, the Company proposes to award each of Dr Tim Mitchell and Dr John Reader a one off bonus of £50,000.

The strategy of Sareum remains to discover and develop innovative drug candidates aimed at cancers and autoimmune diseases. With a proven business model following the ProNAi licensing transaction, the management believes there is an opportunity to expand Sareum's drug candidate pipeline. This will require additional talent and, in order to attract the best candidates, the Company believes it needs to offer market rates of pay.  Accordingly, the Company proposes to re-adjust the salaries of Drs Mitchell and Reader to closer to market levels, noting that Drs Mitchell and Reader had agreed to a significant salary reduction in 2008. Therefore, with effect from 1 December 2016, it is proposed that the annual salaries of each of Drs Mitchell and Reader be agreed at £157,556 and that of Dr Parker at £54,000, representing increases of 50%.

In addition the Company proposes to grant to each of Drs Mitchell and Reader an option over 12,500,000 Shares, exercisable by no later than 22 December 2026 in the case of 6,250,000 Shares at 0.80 pence, 3,125,000 Shares at 1.20 pence and 3,125,000 Shares at 1.6 pence per Share, respectively.

Finally, the Company proposes to award to Dr Stephen Parker an option over 10,000,000 Shares, exercisable by no later than 22 December 2026, in the case of 5,000,000 Shares at 0.80 pence, 2,500,000 Shares at 1.2 pence and 2,500,000 Shares at 1.6 pence per Share, respectively. The Company had committed to award such an option to Dr Parker upon his appointment to the Board on 17 May 2016, however the Board was then aware of discussions concerning the ProNAi licensing transaction.

Following the proposed grants of options referred to above, the interests of Directors in options over Shares would be as follows:

Director	Share scheme	Exercise price (pence)	No. of Shares under option	Percentage of issued share capital
Dr Tim Mitchell	EMI	0.25	6,400,000	0.24%
	EMI	0.26	6,153,846	0.23%
	EMI	1.2	2,566,666	0.10%
	EMI	0.6	4,752,000	0.18%
	EMI	0.425	7,198,353	0.27%
	EMI	0.59	5,340,862	0.20%
	EMI	0.80	6,250,000	0.24%
	EMI	1.20	3,125,000	0.12%
	EMI	1.60	3,125,000	0.12%
Dr John Reader	EMI	0.25	6,400,000	0.24%
	EMI	0.26	6,153,846	0.23%
	EMI	1.2	2,566,666	0.10%
	EMI	0.6	4,752,000	0.18%
	EMI	0.425	7,198,353	0.27%
	EMI	0.59	5,340,862	0.20%
	EMI	0.80	6,250,000	0.24%
	EMI	1.20	3,125,000	0.12%
	EMI	1.60	3,125,000	0.12%
Dr Stephen Parker	Unapproved	0.80	5,000,000	0.19%
	Unapproved	1.20	2,500,000	0.09%
	Unapproved	1.60	2,500,000	0.09%

The Proposals constitute related party transactions for the purposes of the AIM Rules for Companies. In the absence of any independent Directors, WH Ireland Limited, the Company's Nominated Adviser, confirms that the terms of the Proposals, which are conditional upon shareholder approval by ordinary resolution, are fair and reasonable in so far as shareholders of the Company are concerned.

General meeting

A notice has today been sent to shareholders convening a general meeting of shareholders at the offices of Taylor Vinters LLP at Merlin Place, Milton Road, Cambridge CB4 0DP at 9.00 am on Thursday 22 December 2016 for the purpose of considering and, if thought fit, passing an ordinary resolution approving the Proposals. The Proposals are conditional on the passing of this resolution and accordingly, if it is not passed the Proposals will not be implemented. A copy of the shareholder communication has been placed on the Company's website (www.sareum.com).

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

For further information:

Sareum Holdings plc
Tim Mitchell	01223 497 700
WH Ireland Limited (Nominated Adviser and Co-Broker)
Chris Fielding / Nick Prowting	020 7220 1666
Hybridan LLP (Co-Broker)
Claire Noyce	020 3764 2341
The Communications Portfolio (Sareum Media enquiries)
Ariane Comstive [e-mail]	07785 922 354

Notes for editors:

Sareum is a drug discovery and development company delivering targeted small molecule therapeutics, focusing on cancer and autoimmune disease, for licensing to pharmaceutical and biotechnology companies at the preclinical or early clinical trials stage.

Sareum operates an outsourced research model, working with international collaborators and a world-wide network of research providers. Its most advanced programme (Chk1) commenced clinical trials in May 2016 and was licensed to NASDAQ-listed ProNAi Therapeutics in September 2016.

SKIL(R) (Sareum Kinase Inhibitor Library) is Sareum's drug discovery technology platform that has so far produced the Company's Aurora+FLT3 and TYK2 kinase cancer and autoimmune disease research programmes, which are in the IND-enabling preclinical and lead optimisation stages respectively. SKIL(R) can also generate drug research programmes against other kinase targets.

Sareum Holdings plc is listed on the AIM market of the London Stock Exchange, trading under the symbol SAR. For further information, please visit www.sareum.co.uk

 

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