Uniphar plc announces new Share Option Plan for Executive Directors and Senior Management
Dublin, London |2 December 2022: Uniphar plc (the "Company") today announces the adoption of the 2022 Uniphar Share Option Plan and the grant of share options to the Executive Directors.
On 21 November 2022, on the recommendation of the Remuneration Committee, the Board of Directors of Uniphar (the "Board") approved the closure of the 2021 Share Option Plan (the "2021 Plan") to new entrants and the adoption of a new share option plan for the period 2022 - 2026 (the "2022 Plan") for eligible employees, including the Executive Directors. Under the 2022 Plan, there is a reserve of an additional 5% of the issued share capital of the Company, which is incremental to the unallocated reserve from the 2021 Plan (which had an initial reserve of 2.5% of the issued share capital of the Company and, at the time of closure of that Plan, awards in respect of 0.4% of the issued share capital of the Company had been granted).
The Executive Directors' existing share-based incentives under the 2018 Long Term Incentive Plan (the "2018 LTIP") were awarded prior to the Company's IPO in 2019 and took the form of issued ordinary shares. As the awards under the 2018 Long Term Incentive Plan were issued prior to IPO in 2019, there has been no dilutive impact on the Company's issued share capital from the Executive Directors' share-based incentivisation since IPO.
The Remuneration Committee and the Board believe that the introduction of the 2022 Plan is necessary in order to ensure alignment of incentives for Executive Directors and senior management with the interests of shareholders. In particular, in relation to the Executive Directors, it is noted that the performance conditions applicable to their awards under the 2018 LTIP were fully satisfied in July 2021 (achieving a share price level of €3.30 following an IPO price of €1.15) and the service condition applicable to their awards is due to be satisfied on 31 December 2024.
Executive Director Awards
Awards under the 2022 Plan take the form of options to subscribe for new ordinary shares in the Company. The share options granted to the Executive Directors, as notified below, have been granted as conditional awards and will vest on 31 December 2026, subject to the grantee's continued service and the Remuneration Committee's assessment of the extent to which the applicable performance condition has been satisfied. The performance condition is linked to Total Shareholder Return ("TSR") (based on the average closing trading price per ordinary share in the 30-day period prior to 31 December 2026 against the exercise price as shown below, and inclusive of any dividends in the period) on a sliding scale basis where TSR of ≥70% will see 100% of the awards vest and TSR of <50% would see no awards vest.
These share options expire on 30 November 2032, being ten years from the date of grant (30 November 2022), have an exercise price of €3.48 per ordinary share, and vest on 31 December 2026 subject to satisfaction of the vesting conditions outlined above. Given the TSR condition, the earliest date on which the share options awarded to the Executive Directors can be dilutive is 31 December 2026. The Board has no current intention to make any further awards to the Executive Directors under the 2022 Plan.
Full details of the options granted are set out below and further details in relation to the 2022 Plan will be contained in the Company's 2022 Annual Report.
| | Total interests in shares prior to this notification | Total interests in shares prior to this notification as % of Company's issued share capital | Number of share options granted | Total number of share options held following this notification | Total interests in shares (including issued shares and options) following this notification |
| Ger Rabbette | 8,003,310 | 2.93% | 4,000,000 | 4,000,000 | 12,003,310 |
| Tim Dolphin | 5,586,322 | 2.05% | 2,700,000 | 2,700,000 | 8,286,322 |
Notification of Transactions by Persons Discharging Managerial Responsibilities and Persons Closely Associated with them
[This form is required for disclosure of transactions under Article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation)]
| 1 | Details of the person discharging managerial responsibilities/person closely associated
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| a) | Name | Gerard Rabbette
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| 2 | Reason for the notification
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| a) | Position/status | Person discharging managerial responsibility: Chief Executive Officer
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| b) | Initial Notification Amendment | Initial notification
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| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Uniphar plc
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| b) | LEI | 21380028LJSQGRUAX965 | ||||
| 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 €0.08 each
ISIN: IE00BJ5FQX74
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| b) | Nature of the transaction | Grant of 4,000,000 share options under the 2022 Uniphar Share Option Plan | ||||
| c) | Price(s) and volume(s) |
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| d) | Aggregated information - Aggregated volume - Price |
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| e) | Date of the transaction | 30 November 2022 | ||||
| f) | Place of the transaction | Euronext Dublin
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| g) | Additional Information | | ||||
Notification of Transactions by Persons Discharging Managerial Responsibilities and Persons Closely Associated with them
[This form is required for disclosure of transactions under Article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation)]
| 1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||
| a) | Name | Tim Dolphin
| ||||
| 2 | Reason for the notification
| |||||
| a) | Position/status | Person discharging managerial responsibility: Chief Financial Officer
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| b) | Initial Notification Amendment | Initial notification
| ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Uniphar plc
| ||||
| b) | LEI | 21380028LJSQGRUAX965 | ||||
| 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 €0.08 each
ISIN: IE00BJ5FQX74
| ||||
| b) | Nature of the transaction | Grant of 2,700,000 share options under the 2022 Uniphar Share Option Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||
| e) | Date of the transaction | 30 November 2022 | ||||
| f) | Place of the transaction | Euronext Dublin
| ||||
| g) | Additional Information | | ||||
For further details contact:
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About Uniphar plc
Headquartered in Dublin, Ireland, the Uniphar Group is an international diversified healthcare services business servicing the requirements of more than 200 multinational pharmaceutical and medical technology manufacturers across three divisions - Commercial & Clinical, Product Access and Supply Chain & Retail. The Group is active in Ireland, the UK, Europe, the US and Australia.
The Company's vision is to improve patient access to pharmaco-medical products and treatments by enhancing connectivity between manufacturers and healthcare stakeholders. Uniphar represents a strong combination of scale, growth, and profitability.
Commercial & Clinical
In Commercial & Clinical, the Group provides outsourced sales, marketing & distribution solutions to multinational pharmaceutical and medical device manufacturers. Active in Ireland, the UK, Benelux, the Nordics, Germany and the US, the Group is growing with its clients to provide pan-European solutions, with a targeted service offering in the US. Uniphar has built fully integrated digitally enabled customer centric solutions that are supported by our highly experienced and clinically trained teams, leveraging our digital technology and insights which allows us to deliver consistently exceptional outcomes for our clients.
Product Access
In Product Access, the Group is growing two distinct service offerings: 1) "On Demand", which are pharmacy led solutions for sourcing and supplying unlicensed medicines to meet the needs of both retail and hospital pharmacists; and 2) "Exclusive Access", which are manufacturer led solutions for controlling the release of speciality medicines for specifically approved patient populations in agreed markets. The Group currently delivers product access solutions on a global basis.
Supply Chain & Retail
Uniphar is an established market leader in Ireland with c. 53% market share in the wholesale/hospital market, supported by a network of 381 owned, franchised and symbol group pharmacies. The business supports the diverse customer base through the provision of strong service levels coupled with innovative commercial initiatives. Supply Chain & Retail is an Irish only business for the Group, although the manufacturer relationships and infrastructure are also utilised for the benefit of the Commercial & Clinical and Product Access divisions
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