26 April 2024
GENinCode Plc
("GENinCode" or the "Company")
Grant of Share Options, Surrender of Existing Options & PDMR Dealings
GENinCode Plc (AIM: GENI), the polygenics company focused on the prevention of cardiovascular disease and ovarian cancer, announces that on 14 April 2024 the Company approved the grant of options over an aggregate of 19,380,630 new ordinary shares of 1 pence each in the Company ('Ordinary Shares') under the 2021 Share Option Plan ('2021 Share Option Plan') to certain directors and employees of the Company (the "New Options"), representing 10.95 per cent. of the Company's existing issued share capital.
Background to the New Options grants
The Company adopted the 2021 Share Option Plan to enable it to retain and incentivise staff and to reward them for the achievement of its longer-term objectives. The New Options replace 6,984,500 current options held by existing option holders and also includes those who have more recently joined the Group.
Terms of the New Options
8,642,500 of the New Options have an exercise price of 5 pence per share and are exercisable on the second anniversary of the date of grant and 10,738,130 of the New Options have an exercise price of 10 pence per share and are exercisable on the second anniversary of the date of grant. There are no other vesting criteria for the New Options and all New Options have a 10-year term.
Surrender of existing options
In April 2021, the Company granted options to acquire shares in the capital of the Company to certain employees and directors of the Company pursuant to the scheme. These Options were granted prior to IPO with an exercise price of 15.83p per share but also were subject to an exercise condition that the share price reached 88.00p per share.
The Company announces that on 8 April 2024 the Options previously granted in 2021 were surrendered for no consideration (the "Option Surrender"), details for which are outlined below. The board believe it is appropriate to issue new share options in replacement of the existing ones to reflect the Company's current share price and to properly incentivise its employees, including its management.
Details of resultant holdings
Following the New Options grant and the Option Surrender, details of Options held by Directors, PDMRs and other employees of the Company, are as follows:
| Director's name | Position | Number of options surrendered | Number of New Options granted at 5 pence | Number of New Options granted at 10 pence | Aggregate number of options post grant | Current total beneficial holding of Ordinary Shares | Current holding as a % of Issued share capital |
| Matthew Walls | CEO | 1,255,000 | 1,255,000 | 1,568,750 | 2,823,750 | 11,762,500 | 6.65% |
| Paul Foulger | CFO | 1,144,000 | 1,144,000 | 1,430,000 | 2,574,000 | 868,182 | 0.49% |
| Jordi Puig | COO | 755,000 | 755,000 | 943,750 | 1,698,750 | 14,602,500 | 8.25% |
| William Rhodes | Non-Executive Chair | 286,000 | 286,000 | 357,500 | 643,500 | - | 0.00% |
| Huon Gray | Non-Executive Director | 200,000 | 200,000 | 250,000 | 450,000 | 500,000 | 0.28% |
| Felix Frueh | Non-Executive Director | 200,000 | 200,000 | 250,000 | 450,000 | 100,000 | 0.06% |
| Other Employees | | 3,144,500 | 4,802,500 | 5,938,130 | 10,940,630 | N/A | N/A |
| Total: |
| 6,984,500 | 8,642,500 | 10,738,130 | 19,580,630 | 27,833,182 | 15.73% |
Directors and employees of the Group surrendered Options over an aggregate of 6,984,500 Ordinary Shares previously granted prior to the IPO. The grant of 3,840,000 New Options exercisable at 5 pence to Matthew Walls, Paul Foulger, Jordi Puig, William Rhodes, Huon Gray and Felix Frueh are intended to replace their surrendered Options.
Following the grant of the New Options and the Options Surrender, there are Options over a total of 19,580,630 Ordinary Shares in the Company as at the date of this announcement, representing approximately 11.06% of the Company's existing issued share capital.
For more information visit www.genincode.com
Enquiries:
| GENinCode Plc | www.genincode.com or via Walbrook PR |
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| Matthew Walls, CEO | |
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| Paul Foulger, CFO
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| Cavendish Capital Markets Limited | Tel: +44 (0)20 7397 8900 |
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| Giles Balleny /Dan Hodkinson (Corporate Finance) Nigel Birks (Corporate Broking) Dale Bellis / Michael Johnson (Sales) | | ||
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Walbrook PR Limited Anna Dunphy / Paul McManus / Louis Ashe-Jepson |
Tel: 020 7933 8780 or genincode@walbrookpr.com |
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About GENinCode:
GENinCode Plc is a UK based company specialising in genetic risk assessment of cardiovascular disease. Cardiovascular disease is the leading cause of death and disability worldwide.
GENinCode operates business units in the UK, Europe through GENinCode S.L.U, and in the United States through GENinCode U.S. Inc.
GENinCode predictive technology provides patients and physicians with globally leading preventative care and treatment strategies. GENinCode CE marked invitro-diagnostic molecular tests combine clinical algorithms and bioinformatics to provide advanced patient risk assessment to predict cardiovascular disease.
The notification set out below is provided in accordance with the requirements of MAR.
| | Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | | ||||||||
| 1 | | Details of the person discharging managerial responsibilities/person closely associated | | |||||||
| a. | Name | 1. Matthew Walls 2. Paul Foulger 3. Jordi Puig 4. William Rhodes 5. Huon Gray 6. Felix Frueh
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| 2 | Reason for notification |
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| a. | Position/Status | 1. Chief Executive Officer 2. Chief Financial Officer 3. Chief Operating Officer 4. Non-Executive Chair 5. Non-Executive Director 6. 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 | GENinCode Plc | | |||||||
| b. | LEI | 213800UX6TE7K65O2892 | | |||||||
| 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 | Options over Ordinary Shares of 1p each
N/A | | |||||||
| b. | Nature of the transaction | Grant of options under the 2021 Share Option Plan with time vesting conditions attached | | |||||||
| c. | Price(s) and volume(s) |
| | Exercise Price(s) | Volume(s) | | | |||
|
| 1. | 5 pence | 1,255,000 |
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| 2. | 5 pence | 1,144,000 |
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| 3. | 5 pence | 755,000 |
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| 4. | 5 pence | 286,000 |
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| 5. | 5 pence | 200,000 |
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| 6. | 5 pence | 200,000 |
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| d. | Aggregated information - Aggregated Volume - Price |
See above | | |||||||
| e. | Date of the transaction | 14 April 2024 | | |||||||
| f. | Place of the transaction | Outside a trading venue | | |||||||
| | | | | | | | | | | |
| | Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | | ||||||||
| 1 | | Details of the person discharging managerial responsibilities/person closely associated | | |||||||
| a. | Name | 1. Matthew Walls 2. Paul Foulger 3. Jordi Puig 4. William Rhodes 5. Huon Gray 6. Felix Frueh
| | |||||||
| 2 | Reason for notification |
|
| | ||||||
| a. | Position/Status | 1. Chief Executive Officer 2. Chief Financial Officer 3. Chief Operating Officer 4. Non-Executive Chair 5. Non-Executive Director 6. 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 | GENinCode Plc | | |||||||
| b. | LEI | 213800UX6TE7K65O2892 | | |||||||
| 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 | Options over Ordinary Shares of 1p each
N/A | | |||||||
| b. | Nature of the transaction | Grant of options under the 2021 Share Option Plan with time vesting conditions attached | | |||||||
| c. | Price(s) and volume(s) |
| | Exercise Price(s) | Volume(s) | | | |||
|
| 1. | 10 pence | 1,568,750 |
| | |||||
| 2. | 10 pence | 1,430,000 |
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| 3. | 10 pence | 943,750 |
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| 4. | 10 pence | 357,500 |
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| 5. | 10 pence | 250,000 |
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| 6. | 10 pence | 250,000 |
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| | |||||||||
| d. | Aggregated information - Aggregated Volume - Price |
See above | | |||||||
| e. | Date of the transaction | 14 April 2024 | | |||||||
| f. | Place of the transaction | Outside a trading venue | | |||||||
| | | | | | | | | | | |
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