Grant of Share Options & PDMR Dealings
GENinCode Plc has announced the grant of new share options to directors and employees under its 2021 Share Option Plan, totaling 83,847,292 new ordinary shares, representing 11.13% of the existing issued share capital. These new options, with an exercise price of 1 pence per share, replace 29,856,434 existing options that will be surrendered. The new options vest over 24 months, are exercisable from the second anniversary of the grant, and have a 10-year term. Following these transactions, directors and employees hold options over a total of 85,923,543 ordinary shares, approximately 11.41% of the company's issued share capital.
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GENinCode Plc (AIM: GENI), the polygenics company focused on the prevention of cardiovascular disease and ovarian cancer, announces that the Company has approved the grant of options over an aggregate of 83,847,292 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 11.13 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 29,856,434 current options ("Existing Options") held by existing option holders, which will be surrendered, and are new grants to those employees who have more recently joined the Group.
Terms of the New Options
The New Options have an exercise price of 1 pence per share and are exercisable on the second anniversary of the date of grant. The New Options will vest over a 24 month period and have a 10-year term.
Surrender of Existing Options
In March 2025, the Company granted options to acquire shares in the capital of the Company to certain employees and directors of the Company pursuant to the 2021 Share Option Plan. These options were granted with an exercise price of 3.7 pence per share.
For directors and employees the existing options will be 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 1 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 | 5,254,832 | 30,428,453 | 30,428,453 | 14,235,473 | 1.89% |
| Paul Foulger | CFO | 4,790,062 | 13,523,757 | 13,523,757 | 2,773,587 | 0.37% |
| Jordi Puig | COO | 3,161,274 | 21,976,105 | 21,976,105 | 15,237,636 | 2.02% |
| William Rhodes | Non-Executive Chair | 1,197,516 | 1,267,852 | 1,267,852 | - | 0.00% |
| Huon Gray | Non-Executive Director | 837,423 | 1,267,852 | 1,267,852 | 1,905,405 | 0.25% |
| Felix Frueh | Non-Executive Director | 837,423 | 845,235 | 845,235 | 600,000 | 0.08% |
| Sergio Olivero | Non-Executive Director | 172,188 | 2,535,704 | 2,535,704 | 24,917,243 | 3.31% |
| Other Employees | 13,605,716 | 12,002,334 | 14,078,585 | N/A | N/A | |
| Total: | 29,856,434 | 83,847,292 | 85,923,543 | 58,395,757 | 7.75% |
Directors and employees of the Group surrendered Options over an aggregate of 29,856,434 Ordinary Shares. The grant of 71,844,958 New Options exercisable at 1 pence to Matthew Walls, Paul Foulger, Jordi Puig, William Rhodes, Huon Gray, Sergio Olivero, 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 85,923,543 Ordinary Shares in the Company as at the date of this announcement, representing approximately 11.41% of the Company's existing issued share capital.
Giles Balleny / Trisyia Jamaludin (Corporate Finance) Nigel Birks (Specialist Sales) Harriet Ward (Corporate Broking)
| Walbrook PR Limited | Tel: 020 7933 8780 or | ||
|---|---|---|---|
| Anna Dunphy | genincode@walbrookpr.com | ||
| 2 | Reason for notification | ||
| a. | Position/Status | 1. Chief Executive Officer 2. Chief Financial Officer 3. Chief Operating Officer 4. N on-Executive Chair 5. Non-Executive Director 6. Non-Executive Director 7. Non-Executive Director | |
| b. | Initial notification/ Amendment | Initial Notification | |
| a. | Name | GENinCode Plc | |
| b. | LEI | 213800UX6TE7K65O2892 | |
| a. | Description of the financial instrument, type of instrument Identification Code | 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. | 1 pence | 30,428,453 | |
| 2. | 1 pence | 13,523,757 | |
| 3. | 1 pence | 21,976,105 | |
| 4. | 1 pence | 1,267,852 | |
| 5. | 1 pence | 1,267,852 | |
| 6. | 1 pence | 845,235 | |
| 7 . | 1 pence | 2,535,704 | |
| d. | Aggregated information - Aggregated Volume - Price | See above | |
| f. | Place of the transaction | Outside a trading venue |
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