Grant of Share Options

RNS Number : 4455P

Tekcapital plc

08 June 2015

 

8 June 2015 

Tekcapital plc

("Tekcapital" or "the Company")

Grant of Share Options

The Board of Tekcapital plc (AIM: TEK), an international provider of technology and intellectual property services, announces the grant of 1,340,000 options to subscribe for new ordinary shares of 0.4 pence each in the Company ("Ordinary Shares") (the "Options").  The Options were granted to certain directors and senior management of the Company on 8 June 2015 (the "Grant Date") under the Company's EMI Share Option Scheme ("EMI") and Unapproved Share Option Plan ("Non-EMI").

765,000 of these Options have been issued to directors, representing 2.21% of the Company's current issued share capital, with the balance issued to certain senior employees in the Company, representing 1.66% of the Company's current issued share capital.

The Options have an exercise price of 36.25p per share, being the closing mid-market price of Ordinary Shares on 5 June 2015. The Options vest over a three year period as to one third on the first anniversary, one third on the second anniversary and one third on the third anniversary of the Grant Date.  All Options granted will vest immediately if the mid-price of Ordinary Shares is maintained at or above £1.00 for ten consecutive trading days. The Options will expire on the fifth anniversary of the Grant Date.

The Options issued to directors are detailed below:

Name	Current number of options held	Number of Options granted	Option Type	Total number of Options now held	Percentage of current issued share capital
Dr Clifford Gross	0	450,000	Non-EMI	450,000	1.30%
Bill Payne	75,000	120,000	EMI	195,000	0.56%
Carl Nisser	0	120,000	EMI	120,000	0.35%
Susan Greenfield	75,000	75,000	EMI	150,000	0.43%
Total	150,000	765,000		915,000	2.64%

At the time of the Company's admission to AIM ("Admission") in April 2014, Dr Clifford Gross' interest in Tekcapital's Ordinary Shares represented 38.47% of the voting rights in the Company. Due to the extent of Dr Gross' holding in the Company and taking account of the UK Takeover Code (the "Takeover Code"), Tekcapital had been advised that Dr Gross should not participate in the Company's share option schemes. Subsequently, Dr Gross' interest in Tekcapital's Ordinary Shares has reduced to 24.97% of the voting rights in the Company due to dilution from the placing announced on 6 May 2015.  The Company's remuneration committee does not now consider the Takeover Code to represent an obstacle to Dr Gross receiving Options and has therefore determined that it is now appropriate for Dr Gross to be granted 450,000 Options (as referenced above), given his contribution to Tekcapital's development and progress since Admission and the level of remuneration he receives. 

As a holder of more than 10% of the Company's issued share capital, Dr Clifford Gross is a substantial shareholder under the AIM Rules for Companies and therefore this grant of Options to him is a related party transaction pursuant to those rules.  The independent director of Tekcapital, being Malcolm Groat for this purpose, considers, having consulted with Allenby Capital as the Company's nominated adviser, that the terms of the option grant to Dr Clifford Gross are fair and reasonable insofar as shareholders are concerned.

Following the grant of the Options the total number of options outstanding to subscribe for new ordinary shares in the Company is 2,290,000, representing 6.60% of the Company's current issued share capital.

For further information please contact:

Tekcapital Plc	[phone] Ext 305
Clifford M. Gross	[e-mail]
Allenby Capital Limited (Nominated Adviser & Joint Broker)	[phone]
Jeremy Porter / Alex Brearley
Optiva Securities Limited (Joint Broker)	[phone]
Jeremy King / Vishal Balasingham	[e-mail]
FTI Consulting, LLP	[phone]
Chris Lane / Emma Appleton / Roger Newby	[e-mail]

Tekcapital plc - The World's Largest University Network for Open Innovation

Tekcapital helps clients profit from new, university-developed intellectual properties. With our proprietary discovery search engine, linked to 4,000+ universities in 160 countries, coupled with expert scientific review, we provide a turn-key service to make it easy for clients to find and acquire the IP they need to create a competitive advantage. Tekcapital plc is listed on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in Oxford, in the UK. For more information, please visit www.tekcapital.com

 

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