Grant of Options and Director Fee Shares

Aptamer Group PLC

09 December 2024

 

9 December 2024

Aptamer Group plc

("Aptamer", the "Company" or the "Group")

Grant of Options and Non-Executive Director Fee Shares

Aptamer Group plc (AIM: APTA), the developer of novel Optimer^® binders to enable innovation in the life sciences industry, today announces that it has granted options, as part of a companywide incentivisation package, to subscribe for up to 455,085,218 new ordinary shares to Directors and staff. The Company has also approved an ungranted pool of options for up to 25,000,701 new ordinary shares. These awards were set out in the circular and notice of general meeting sent to shareholders on 24 July 2024.

Background to the awards

In August 2024, the Company successfully completed a fundraising. In connection with the fundraising, the Board of Directors was changed extensively with the appointment of Adam Hargreaves as Non-Executive Chairman, Dr Arron Tolley being promoted to Chief Executive Officer, Andrew Rapson being appointed as a statutory director in his capacity as Chief Financial Officer and more latterly Tim Sykes joining as Non-Executive Director in September 2024.

The proposed options are designed to provide a material incentive to the Directors and other staff. The performance criteria are set out to maximise shareholder value by achieving challenging share price milestones as set out below. This includes achieving returns of at least 7 times the 0.2p option exercise price. The scheme is graduated such that 100% of the options vest only if the prevailing share price reaches 12.5 times the option exercise price representing great ROI for investors.

Although the potential dilution is unusually high, at 25%, the scheme is structured such that the Company and its management team must deliver exceptional gains to the vast majority of shareholders before the options vest.  As part of the recent fundraising, the structure described above and further below was put to investors.  In addition, a specific resolution to create the authority to issue shares in connection with the share options was included along with the resolutions giving effect to the July/August 2024 placing and was approved by investors.

Details of the awards and terms

The following awards have been made:

Name	Position	Number of shares subject to awards
Dr Arron Tolley	Chief Technical Officer	159,559,718
Dr David Bunka	Chief Scientific Officer	128,491,833
Andrew Rapson	Chief Financial Officer	76,813,747
Other staff		90,219,920
Unallocated pool		25,000,700

All directors and staff have agreed to the cancellation of options they were awarded in October 2023 in favour of this latest award.

The new options will have an exercise price of 0.2p, which is equal to the price at which the Company's fundraise was completed in July/August of this year.

The new options will be subject to challenging performance targets and will vest and exercise as follows:

(i)   One third, on the share price having remained at or above 7 times the issue price for at least 3 months and exercisable 6 months following vesting;

(ii)  One third, on the share price having remained at or above 10 times the issue price for at least 3 months and exercisable 12 months following vesting;

(iii) One third, on the share price having remained at or above 12.5 times the issue price for at least 3 months and exercisable 24 months following vesting;

All in the money share options vest in the event that the Company is acquired (or in the event of a person, group or entity acquiring or entering into a definitive binding agreement to acquire more than 50% of the issued share capital of the Company or assets of the Company or its subsidiaries representing more than 50% of the consolidated earning power of the Company and its subsidiaries taken as a whole).

Following the grant of options, the Company has outstanding awards granted over 456,560,871 ordinary shares. The Company's issued share capital is 1,920,343,673 ordinary shares.

Director Fee Shares

The Company further announces that it has issued 67,500,000 shares to Non-Executive Director Adam Hargreaves as payment for services to the Company during the recent fundraise in August 2024 and ongoing for Chairmanship fees and pre-clinical assistance services for the remainder of the financial year 2025. Following this award, Dr Hargreaves is interested in 117,500,000 ordinary shares representing 5.9% per cent of the issued share capital.

Application will be made for the admission of these shares to trading on AIM, which is expected to become effective on or about 13 December 2024.

Related party transactions

The award of options and shares to directors are regarded as related party transactions under the AIM Rules. Tim Sykes, being the independent director for the purposes of considering these awards, considers, having consulted with the Company's nominated adviser SPARK Advisory Partners Limited, that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned.

Total voting rights

Immediately following Admission the Company will have 1,987,843,673 ordinary shares of £0.001 each in issue.  The Company does not hold any shares in treasury and all of the Ordinary Shares have equal voting rights. Therefore, the figures above represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Rules.

Dr Arron Tolley, Chief Executive Officer of Aptamer Group, commented: "This share option package forms part of our long-term incentive plan designed to reward staff and management for delivering significant value to the majority of our shareholders. The Group has set aggressive share price targets, which I am confident we can achieve given the calibre of customers we are dealing with and the progress we have made on a number of opportunities reported on recently, both commercially and scientifically. I am excited by the rapid progress the team are making; their focus and the quality of their work is paving the way for great things to come. Our platform technology is gaining increasing traction in the marketplace, and we are well positioned, with a skilful and knowledgeable team and our newly appointed Scientific Advisory board, to be able to take advantage of this."

Additional Information

The following disclosures are made in accordance with the requirements of the UK Market Abuse Regulation and provide detail in relation to the purchase of ordinary shares by directors and other PDMRs in the Company.

NOTIFICATIONS 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)	Name	Dr Arron Tolley Dr David Bunka Andrew Rapson
2	Reason for the notification
a)	Position/status	Chief Executive Officer Chief Scientific Officer Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Aptamer Group plc
b)	LEI	213800Y4XGH3WJNBE686
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 £0.001 each
	Identification code	GB00BNRRP542
b)	Nature of the transaction	Grant of share options
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.2p 159,559,718 0.2p 128,491,833 0.2p 76,813,747
d)	Aggregated information
	- Aggregated volume	364,865,298
	- Price	0.2p each
e)	Date of the transaction	6 December 2024
f)	Place of the transaction	Off market

NOTIFICATIONS 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)	Name	Dr Adam Hargreaves
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	Aptamer Group plc
b)	LEI	213800Y4XGH3WJNBE686
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 £0.001 each
	Identification code	GB00BNRRP542
b)	Nature of the transaction	Award of shares
c)	Price(s) and volume(s)	0.2p 67,500,000
d)	Aggregated information
	- Aggregated volume	67,500,000
	- Price	0.2p
e)	Date of the transaction	6 December 2024
f)	Place of the transaction	Off market

- Ends -

For further information, please contact:

Aptamer Group plc Arron Tolley, Chief Executive Officer	[phone]
SPARK Advisory Partners Limited - Nominated Adviser   Andrew Emmott / Adam Dawes	[phone]
Turner Pope Investments (TPI) Limited - Broker   James Pope / Andrew Thacker	[phone]
Northstar Communications Limited - Investor Relations Sarah Hollins	[phone]

This announcement contains inside information for the purposes of the UK Market Abuse Regulation.

About Aptamer Group plc 

Aptamer Group is a leading global developer of aptamer-based ligands that help scientists remove the limits to discovery and innovation. Leveraging a proprietary discovery and development platform, Aptamer delivers custom affinity ligands, supported with a complete suite of characterisation and validatory assays that enhance the translation of its binders and optimise scientific outcomes for customers.

Aptamer's cutting-edge technology spans healthcare, research, personal care, and industrial processes, delivering new affinity solutions for novel targets, advanced diagnostics, and precision therapies. By working with industry leaders in pharmaceutical, biotechnology, personal health, academic, and clinical research sectors, Aptamer is accelerating science through the custom development of tools and therapies.

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