Director/PDMR Shareholding

RNS Number : 0854O

Microsaic Systems plc

05 February 2021

 

5 February 2021

Microsaic Systems plc

("Microsaic" or the "Company")

Directors' Interests and Award of Options and Warrants

Microsaic Systems plc (AIM: MSYS) , the point-of-need mass spectrometry company, announces that, following Admission at 8.00 a.m. today of the new ordinary shares of 0.01 pence each ("Ordinary Shares") in connection with the fundraise announced on 19 January 2021, the Directors' shareholdings and percentage interests in the issued share capital of the Company will be as follows:

Director	Number Ordinary Shares held prior to Admission	Number of Placing Shares subscribed for			Number of Fees Shares to be paid		Resulting number of Ordinary Shares held			Percentage of the Issued Share Capital
Glenn Tracey	800,000	5,000,000			-		5,800,000			0.10%
Bevan Metcalf	1,050,000	10,000,000			-		11,050,000			0.18%
Gerard Brandon	-	90,000,000		(1)	50,000,000		140,000,000			2.30%
Dr. Nigel Burton	500,000	30,000,000			35,000,000		65,500,000			1.08%

⁽¹⁾   Includes a subscription for 50,000,000 shares by a person closely associated with Gerard Brandon.

The Directors now hold an aggregate of 222,350,000 Ordinary Shares, representing 3.66 per cent. of the issued share capital of the Company.

Following Admission of the New Ordinary Shares today, and to incentivise the new Board and employees, the Company has awarded a total of 600,000,000 options ("New Options") and 525,000,000 warrants ("Director Warrants") to certain Directors, employees and a consultant, in each case to subscribe for the same number of Ordinary Shares of 0.01 pence each in the Company. The New Options and the Warrants all have an exercise price of 0.1 pence per Ordinary Share, being the Placing Price of the Transaction approved by shareholders at the General Meeting held on 4 February 2021.

As disclosed in the circular issued in connection with the fundraise, New Options have been awarded to Executive Directors as detailed below:

Director	Position	Number of Existing Options	Cancellation of Existing Options	Number of Options	Total Options  Held
Glenn Tracey	CEO	4,800,000	(4,800,000)	150,000,000	150,000,000
Bevan Metcalf	Finance Director	4,620,000	(4,620,000)	75,000,000	75,000,000

New Options totalling 225,000,000 were awarded to Executive Directors under Microsaic's existing share option schemes. The New Options will be exercisable at the exercise price of 0.1 pence for up to 5 years and are normally subject to a vesting condition that the Company's Ordinary Shares have traded at a volume weighted average price at or above a 50 per cent. premium to the exercise price for 20 consecutive business days at any time since the New Options were awarded. It has been agreed with Glenn Tracey and Bevan Metcalf that their existing options over 9,420,000 Ordinary Shares have been cancelled.

A further 375,000,000 New Options have been awarded to employees of the Company under Microsaic's EMI Share Option Scheme. The New Options will be exercisable at the exercise price of 0.1 pence for up to 5 years from 5 February 2021, but are not normally exercisable prior to 5 February 2023. With the agreement of employees, their existing options of 3,690,000 have been cancelled.

Also as disclosed in the Circular issued in connection with the fundraise, the Director Warrants have been awarded today to Non-Executive Directors as detailed below:

Director	Position	Number of Director Warrants	Total Director Warrants Held
Gerard Brandon	Non-executive Chairman	250,000,000	250,000,000
Dr. Nigel Burton	Non-executive Director	200,000,000	200,000,000

The Director Warrants are subject to the rules of the Microsaic Unapproved Share Option Scheme. They are exercisable at the exercise price of 0.1 pence for up to 5 years and are normally subject to a vesting condition that the Company's Ordinary Shares have traded at a volume weighted average price at or above a 50 per cent. premium to the exercise price for 20 consecutive business days at any time since the Director Warrants were awarded.  Warrants over 75,000,000 New Ordinary Shares have also been issued to Eric Yeatman, a former director and now consultant to the Company, under the same terms and performance condition as for the Director Warrants.

Following the cancellation of Existing Options and the award of New Options and Warrants, the total number of options and warrants outstanding under share incentive scheme arrangements is 1,125,819,000 representing approximately 18.5 per cent. of the Company's current issued share capital. Assuming the future exercise in full of all currently outstanding options and warrants, including the Broker Warrants, and the further issuance of the second year of salaries payable in shares to Mr. Brandon and Dr. Burton, the shares arising from the exercise of all options and warrants held by Directors and employees would represent approximately 14.2 per cent. of the share capital as enlarged by the exercise of these instruments.

The notifications below, are made in accordance with the requirements of the Market Abuse Regulation, provide additional detail.

Defined terms used in this announcement have the meanings (unless the context otherwise requires) set out in the Circular dated 19 January 2021, available on the Company's website at https://www.microsaic.com/investors/documents/ .

Enquiries:
Microsaic Systems plc Glenn Tracey, CEO Bevan Metcalf, FD			[phone]
N+1 Singer (Nominated Adviser & Joint Broker)			[phone]
Aubrey Powell / George Tzimas (Corporate Finance)
Tom Salvesen (Corporate Broking)
Turner Pope Investments (TPI) Limited (Joint Broker)   Zoe Alexander (Corporate Broking)   Andy Thacker (Corporate Broking)			[phone]
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gerard Brandon
2	Reason for the notification
a)	Position/status	Non-executive Chairman
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Ordinary shares of 0.01 pence each GB00B547ZY09
b)	Nature of the transaction	1.  Acquisition through placing of new ordinary shares; and 2.  Fees Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1. 0.1 pence 90,000,000 (Placing) 2. 0.1 pence 50,000,000 (Fees Shares)
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	5 February 2021
f)	Place of the transaction	Outside a trading venue
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Nigel Burton
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 participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Ordinary shares of 0.01 pence each GB00B547ZY09
b)	Nature of the transaction	1.  Acquisition through placing of new ordinary shares; and 2.  Fees Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1. 0.1 pence 30,000,000 (Placing) 2. 0.1 pence 35,000,000 (Fees Shares)
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	5 February 2021
f)	Place of the transaction	Outside a trading venue
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Glenn Tracey
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 participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Ordinary shares of 0.01 pence each GB00B547ZY09
b)	Nature of the transaction	Acquisition through placing of new ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.1 pence 5,000,000
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	5 February 2021
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Bevan Metcalf
2	Reason for the notification
a)	Position/status	Finance Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Ordinary shares of 0.01 pence each GB00B547ZY09
b)	Nature of the transaction	Acquisition through placing of new ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.1 pence 10,000,000
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	5 February 2021
f)	Place of the transaction	Outside a trading venue
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gerard Brandon
2	Reason for the notification
a)	Position/status	Non-executive Chairman
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Warrants over ordinary shares of 0.01 pence each GB00B547ZY09
b)	Nature of the transaction	Award of Warrants over ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.1 pence 250,000,000
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	5 February 2021
f)	Place of the transaction	Outside a trading venue
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Nigel Burton
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 participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Warrants over ordinary shares of 0.01 pence each GB00B547ZY09
b)	Nature of the transaction	Award of Warrants over ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.1 pence 200,000,000
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	5 February 2021
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Glenn Tracey
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 participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Options over ordinary shares of 0.0 1 pence each GB00B547ZY09
b)	Nature of the transaction	Award of options over ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.1 pence 150,000,000
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	5 February 2021
f)	Place of the transaction	Outside a trading venue
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Glenn Tracey
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 participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Options over ordinary shares of 0.0 1 pence each GB00B547ZY09
b)	Nature of the transaction	Cancellation of options over ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) N/A 4,800,000
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	4 February 2021
f)	Place of the transaction	Outside a trading venue
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Bevan Metcalf
2	Reason for the notification
a)	Position/status	Finance Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Options over ordinary shares of 0.01 pence each GB00B547ZY09
b)	Nature of the transaction	Award of options over ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.1 pence 75,000,000
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	5 February 2021
f)	Place of the transaction	Outside a trading venue
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Bevan Metcalf
2	Reason for the notification
a)	Position/status	Finance Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Microsaic Systems plc
b)	LEI	213800P1VXZSD3US5N79
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 Identification code	Options over ordinary shares of 0.01 pence each GB00B547ZY09
b)	Nature of the transaction	Cancellation of options over ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) N/A 4,620,000
d)	Aggregated information - Aggregated volume - Price	Not applicable
e)	Date of the transaction	4 February 2021
f)	Place of the transaction	Outside a trading venue

 

END

 

 

DSHSSDEELEFSEDE