Adoption of EMI, Grant of Options, PDMR Dealings
Fonix PLC has adopted an EMI sub-plan and granted EMI options to eligible employees, including the CFOO, to align interests and support retention. This includes 487,468 Parallel EMI Options linked to existing NTA Options, which do not increase dilution, and 369,000 New EMI Options with an exercise price of 147.00p, vesting over three years, with 129,000 granted to the CFOO subject to performance conditions. Following these grants, the total outstanding options represent approximately 2.09% of the company's issued share capital.
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Fonix plc (AIM: FNX), the mobile payments and messaging provider, announces that, following the recent expansion of Enterprise Management Incentive ("EMI") eligibility introduced in the 2025 Finance Act, the Company has adopted an EMI sub-plan as an addition to its existing share option plan and has granted EMI options ("EMI Options") to Michael Foulkes, the Company's Chief Financial and Operating Officer (the "CFOO") and to other eligible employees.
The Company's existing share option arrangements include both non-tax-advantaged options ("NTA Options") and Company Share Option Plan options ("CSOP Options") previously granted under the Company's share option plan. Following the adoption of the EMI sub-plan, future tax-advantaged grants will primarily be made as EMI Options.
The grants announced today comprise two elements:
- Parallel EMI Options granted alongside existing NTA Options previously issued to current employees; and
- New EMI Options granted to employees as part of the Company's continuing programme of long-term incentive awards.
The EMI Options are designed to support the recruitment and retention of key employees and to align the interests of employees with those of shareholders in the creation of long-term shareholder value.
The expansion of EMI eligibility means that the Company is now able to use EMI as part of its long-term incentive framework for the first time since admission to AIM in October 2020. Going forward, the Company expects EMI to be the primary vehicle for tax-advantaged share-based incentives, replacing the CSOP for new grants where eligibility criteria are met. Existing NTA Options and CSOP Options are unaffected by today's grants, save in respect of the linked-lapse mechanic described below in relation to the Parallel EMI Options.
Parallel EMI Options
The Parallel EMI Options have been granted over the same number of shares, at the same exercise prices, and (save where noted below) with vesting dates matching those of the corresponding outstanding NTA Options held by current employees. Under the terms of the Parallel EMI Options, exercise of an EMI Option will automatically cause the corresponding NTA Option to lapse, and vice versa, so that a holder may benefit from only one of the two options. As a result, the grant of the Parallel EMI Options does not increase the maximum potential dilution of the Company's issued share capital.
Where the corresponding NTA Option is fully vested or is scheduled to vest within 12 months of the Parallel EMI Option Grant Date, the Parallel EMI Option includes a 1-year vesting period.
A summary of the Parallel EMI Option grants is set out below:
| Original NTA Option Grant Date | Exercise Price | Parallel EMI Earliest Exercise Date | Total Parallel EMI Options | To PDMR | To Other Employees |
|---|---|---|---|---|---|
| 12/10/2020 | £0.900 | 12/6/2027 | 255,558 | 0 | 255,558 |
| 11/5/2022 | £1.430 | 12/6/2027 | 135,665 | 0 | 135,665 |
| 30/11/2023 | £1.955 | 12/6/2027 | 9,310 | 0 | 9,310 |
| 24/3/2025 | £1.805 | 24/3/2028 | 86,935 | 0 | 86,935 |
| Total | 487,468 | 0 | 487,468 |
New EMI Options
In addition to the Parallel EMI Options, the Company has granted 369,000 New EMI Options to employees. The New EMI Options have an exercise price of 147.00p per share, representing the closing mid-market price on the dealing day prior to the grant date.
The New EMI Options will vest in three equal tranches on 12 06 2029, 12 06 2030 and 12 06 2031. Vesting is conditional on the option holder's continuous employment with the Company until each respective vesting date and subject to the standard good/bad leaver provisions in the Company's share option plan rules. The New EMI Options granted to the CFOO are subject to the achievement of specific performance conditions.
A breakdown of the New EMI Options grant is set out below:
New EMI Options
| To the CFOO | 129,000 |
| To other eligible employees | 240,000 |
| Total | 369,000 |
PDMR Grants
Of the EMI Options granted, the following were awarded to the CFOO:
| Type | Exercise Price | Earliest Exercise Date | Number |
|---|---|---|---|
| New EMI Option | 147.00p | 12 06 2029 | 129,000 |
| Total EMI Options granted to the CFOO | 129,000 |
Following these grants, and taking into account the linked-lapse mechanic by which exercise of a Parallel EMI Option lapses the corresponding NTA Option (and vice versa), the CFOO holds a maximum exercisable entitlement of 334,895 options in the Company, representing approximately 0.335% of the Company's issued share capital.
Total Options in Issue
Following these grants, the Company's outstanding option position is as follows:
Number of options
| NTA Options outstanding | 1,166,211 |
| CSOP Options outstanding | 555,805 |
| Parallel EMI Options outstanding (linked to NTA Options above) | 487,468 |
| New EMI Options outstanding (granted today) | 369,000 |
| Total outstanding options | 2,578,484 |
| Less: Parallel EMI Options or corresponding NTA Options that will lapse on exercise of the other | -487,468 |
| Maximum number of shares issuable on exercise of outstanding options | 2,091,016 |
The maximum number of shares issuable on exercise of outstanding options represents approximately 2.09% of the Company's issued share capital. This is unchanged from the position immediately before today's grants, save for the 369,000 New EMI Options granted today.
Since admission to AIM in October 2020, the Company has issued a total of 3,048,642 options (comprising NTA Options, CSOP Options and EMI Options). Of these, 209,493 have lapsed, 260,665 have been exercised and 487,468 are Parallel EMI Options that have no additional dilutive impact.
| a) | Name | Michael Foulkes | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Financial & Operating Officer | |
| b) | Initial notification / Amendment | Initial Notification | |
| a) | Name | Fonix plc | |
| b) | LEI | 213800GBZCWQ7HR2ZE92 | |
| 4 | Details of the transaction(s) | ||
| a) | Description of the financial instrument, type of instrument; Identification code | Options to subscribe for new ordinary shares of 0.1p each; GB00BN789668 | |
| b) | Nature of the transaction | Grant of EMI options (including parallel EMI options granted alongside, and linked to, existing non-tax-advantaged options) | |
| c) | Price(s) and volume(s) | See table below | |
| Type | Exercise Price | Earliest Exercise Date | Number |
| New EMI Option | 147.00p | 12 06 2029 | 129,000 |
| Total EMI Options granted to the CFOO | 129,000 | ||
| d) | Aggregated information - Aggregated volume; Price | N/A | |
| e) | Date of the transaction | 12 06 2026 | |
| f) | Place of the transaction | Outside of a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.