Grant of Options

RNS Number : 3194P

Cambridge Cognition Holdings PLC

09 June 2020

 

Cambridge Cognition Holdings Plc

(" Cambridge Cognition " or the "Company")

Grant of Options

Cambridge Cognition Holdings plc (AIM: COG), which develops and markets digital solutions to assess brain health, announces that on 8 June 2020, the Company granted options ("Options") over a total of 1,040,041 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") pursuant to the Company's EMI option scheme and the Company's unapproved option scheme.

Of these Options:

-  688,020 were granted to Persons Discharging Managerial Responsibilities ("PDMRs") on behalf of the Company;

Name	Role	Number of Options Granted	Total number of Options held following Grant	Total number of Ordinary Shares currently held	Percentage of Current Issued Share Capital currently held
Matthew Stork	Chief Executive Officer	196,429	529,287	125,000	0.40%
Nicholas Walters	Chief Financial Officer	60,000	60,000	300,826	0.97%
Jennifer Barnett	Chief Scientific Officer	66,365	182,865	7,213	Under 0.01%
Ricky Dolphin	Chief Technology Officer	93,521	240,634	-	-
Fiona Cree	Chief Operating Officer	76,500	156,857	-	-
Richard Cooper	Chief Commercial Officer	111,786	111,786	-	-
Malcolm Gates	Director of Group Finance	83,419	199,206	-	-

-  352,021 were granted to other employees of the Company.

Of the Options granted to PDMRs:

1.  641,429 are exercisable at a price of 28 pence per Ordinary Share from three years following the date of award until the tenth anniversary of the date of award, subject to satisfying the following performance criteria:

o  50% of the Options granted will vest if the average closing mid-market price of an Ordinary Share for any three month period exceeds 77.5 pence, with the price on the last day of that period being at least 70 pence, and the last day of this period being no later than 31 May 2023; and

o  50% of the Options granted will vest if the average closing mid-market price of an Ordinary Share for any three month period exceeds 115 pence, with the price on the last day of that period being at least 105 pence, and the last day of this period being no later than 31 May 2023.

2.  45,091 have been issued under a salary sacrifice scheme and are exercisable at a price of 1 pence per Ordinary Share from 1 November 2021 until 31 October 2023.  These options were issued in exchange for a portion of salary being sacrificed amounting to £10,043 between May and July 2020.

3.  The remaining 1,500 options are exercisable at a price of 1 pence per Ordinary Share from two years following the date of award until the tenth anniversary of the date of award. All of these Options are granted over shares already in issue and held by Cambridge Cognition Trustees Limited on behalf of the Employee Benefit Trust.

Of the options granted to other employees of the Company:

1.  250,000 are exercisable at a price of 28 pence per Ordinary Share from three years following the date of award until the tenth anniversary of the date of award, subject to satisfying the following performance criteria:

o  50% of the Options granted will vest if the average closing mid-market price of an Ordinary Share for any three month period exceeds 77.5 pence, with the price on the last day of that period being at least 70 pence, and the last day of this period being no later than 31 May 2023; and

o  50% of the Options granted will vest if the average closing mid-market price of an Ordinary Share for any three month period exceeds 115 pence, with the price on the last day of that period being at least 105 pence, and the last day of this period being no later than 31 May 2023.

2.  97,521 have been issued under a salary sacrifice scheme and are exercisable at a price of 1 pence per Ordinary Share from 1 November 2021 until 31 October 2023.  These options were issued in exchange for a portion of salary being sacrificed amounting to £24,199 between May and July 2020.

3.  The remaining 4,500 options are exercisable at a price of 1 pence per Ordinary Share from two years following the date of award until the tenth anniversary of the date of award. All of these Options are granted over shares already in issue and held by Cambridge Cognition Trustees Limited on behalf of the Employee Benefit Trust.

Following the grant of Options, the total number of Options outstanding over unissued Ordinary Shares is 2,220,219, representing approximately 7.12% of the Company's issued share capital.

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

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)	Names	Jennifer Barnett - Chief Scientific Officer Fiona Cree - Chief Operating Officer Ricky Dolphin - Chief Technology Officer Richard Cooper - Chief Commercial Officer Malcolm Gates - Director of Group Finance Nicholas Walters - Chief Financial Officer Matthew Stork - Chief Executive Officer
2.	Reason for the Notification
a)	Position/status	See 1(a) above for positions - all classified as PDMRs of the Company
b)	Initial notification/ Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cambridge Cognition Holdings Plc
b)	LEI	213800SZKDIN122EPA96
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	In each case, the grant of Options over Ordinary Shares on 8 June 2020
	Identification code	GB00B8DV9647
b)	Nature of the transaction	Grant of Options over Ordinary Shares
c)	Price(s) and volume(s)	Price: n/a Volumes: Matthew Stork - 196,429 Options Nicholas Walters - 60,000 Options Jennifer Barnett - 66,365 Options Ricky Dolphin - 93,521 Options Fiona Cree - 76,500 options Richard Cooper - 111,786 Options Malcolm Gates - 83,419 Options
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	8 June 2020
f)	Place of the transaction	Outside a trading venue

The information communicated in this announcement is inside information for the purposes of Article 7 of EU Regulation 596/2014

Enquiries

Cambridge Cognition Holdings PLC
Matthew Stork, Chief Executive Officer Nick Walters, Chief Financial Officer	Tel: [phone] [e-mail]
finnCap Ltd (NOMAD and Joint Broker)	Tel: [phone]
Geoff Nash / Simon Hicks	(Corporate Finance)
Alice Lane/ Manasa Patil	(Corporate Broking)
Dowgate Capital Limited (Joint Broker) David Poutney/ James Serjeant	Tel: [phone] (Corporate Broking)
IFC Advisory Limited (Financial PR and IR)	Tel: [phone]
Tim Metcalfe/ Graham Herring/ Zach Cohen

 

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