Board Role Change and Launch of EIP
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15 February 2024 - Poolbeg Pharma (AIM: POLB, OTCQB: POLBF, "Poolbeg" or the "Company"), a biopharmaceutical company focussed on the development and commercialisation of innovative medicines targeting diseases with a high unmet medical need, announces a change of Board role and the Remuneration Committee's approval of the adoption of an Employee Performance Incentive Plan ("EIP") for a number of the key senior management, to align medium and long term objectives with those of shareholders and to encourage retention.
Change of Board role
Cathal Friel, Co-Founder, substantial shareholder, and currently Non-Executive Chairman of Poolbeg, is assuming the role of Executive Chairman at the Company effective immediately. Cathal brings valuable experience from his longstanding track record of value creation in a number of public companies, including as Co-Founder of Amryt Pharma plc ("Amryt"), which was acquired by Chiesi Farmaceutici S.p.A for US$1.48bn in 2023. He was also the Executive Chairman and Co-Founder of hVIVO plc (formerly Open Orphan plc) which IPO'd in June 2019 at 5.6 pence with a market capitalisation of c. £14 million. Open Orphan plc made a recommended all-equity offer for hVIVO plc in December 2019 for £12.96 million with the acquisition completing in January 2020. Since then, Cathal and his team have transformed hVIVO into a fast growing, profitable company with revenues of over £56 million, a share price of c. 28 pence and a market capitalisation of c. £200m.
Cathal will continue to work closely with the Company's Chief Executive Officer, Jeremy Skillington and the now expanded leadership team, several of whom have recently joined from Amryt Pharma. Cathal will focus on Poolbeg's strategic initiatives, leveraging his strong track record of value creation, including the Company's growing focus upon rare and orphan diseases, whilst Jeremy will continue his successful leadership of the Company's clinical programmes and business development efforts alongside David Allmond.
Employee Performance Incentive Plan
The EIP has been designed with support from Aon, in their role as advisors to the Remuneration Committee of the Board of the Company, to reward, incentivise and retain a number of key senior management to deliver sustainable growth for shareholders. Under the EIP, these team members have been awarded nominal cost long term incentive options ("EIP Options") over ordinary shares in the Company with vesting conditional upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 17.945 pence or above over a period of fourteen calendar days (representing a c.85% premium to the share price at close of market on February 14, 2024). The EIP Options are also subject to acceleration in certain scenarios including a change of control of the Company.
Co-Founder and Chairman, Cathal Friel, Chief Executive Officer, Jeremy Skillington, and Co-Founder and Chief Financial Officer, Ian O'Connell have been awarded 4,639,175, 4,639,175 and 4,639,175 EIP Options respectively as detailed in the tables below.
Options were also issued to the recently recruited Chief Business Officer, David Allmond 7,731,958 EIP Options and John McEvoy, SVP Chief Legal Officer 4,123,711 EIP Options.
A small number of other key employees were also issued 2,474,225 EIP Options.
Cathal Friel, Executive Chairman of Poolbeg Pharma plc said: "As one of the Co-Founders of Poolbeg, and a great believer in the Company's potential, I have been dedicating a large part of my time to supporting the Company on its dynamic growth path. Therefore, the Board felt it was appropriate that I should change my role to Executive Chairman to reflect my ongoing time commitment and the experience that I bring from my track record of value creation at both hVIVO plc and Amryt Pharma plc.
"These EIP options will incentivise and retain key members of the Poolbeg management team, firmly aligning their interests and reward with that of shareholders. When we established Poolbeg we always had the ambition of replicating Amryt's success with a focus upon developing sustainable and profitable revenues over a relatively short period of time. Since IPO we have made great progress in building an innovative and attractive pipeline including POLB 001, which has a >$10 billion market opportunity as a preventative therapy for cancer immunotherapy-induced CRS; our unique AI-driven drug discovery programmes; and an oral GLP-1R agonist which will enter the clinic shortly for a proof-of-concept clinical trial. With the former Amryt executives John, David and Laura now on board, we have an exceptional management team in place to accelerate the growth of the Company and to create value for shareholders. I believe Poolbeg is well positioned for success. As part of my ongoing commitment to the Company, I also intend to start increasing my shareholding in Poolbeg as and when I am able to do so."
| a) | Name | Cathal Friel |
| 2 | Reason for Notification | |
| a) | Position/status | Executive Chairman |
| b) | Initial notification/Amendment | Initial Announcement |
| a) | Name | Poolbeg Pharma PLC |
| b) | LEI | 213800UZ8WJLWYHBFL52 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 0.002 pence each in Poolbeg Pharma PLC |
| Identification code | GB00BKPG7Z60 | |
| b) | Nature of the transaction | Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee P erformance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 4,639,175 |
| d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction |
| e) | Date of the transaction | 14 February 2024 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Jeremy Skillington |
| 2 | Reason for Notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification/Amendment | Initial Announcement |
| a) | Name | Poolbeg Pharma PLC |
| b) | LEI | 213800UZ8WJLWYHBFL52 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 0.002 pence each in Poolbeg Pharma PLC |
| Identification code | GB00BKPG7Z60 | |
| b) | Nature of the transaction | Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee P erformance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 4,639,175 |
| d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction |
| e) | Date of the transaction | 14 February 2024 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Ian O'Connell |
| 2 | Reason for Notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification/Amendment | Initial Announcement |
| a) | Name | Poolbeg Pharma PLC |
| b) | LEI | 213800UZ8WJLWYHBFL52 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 0.002 pence each in Poolbeg Pharma PLC |
| Identification code | GB00BKPG7Z60 | |
| b) | Nature of the transaction | Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee P erformance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 4,639,175 |
| d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction |
| e) | Date of the transaction | 14 February 2024 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | David Allmond |
| 2 | Reason for Notification | |
| a) | Position/status | Chief Business Officer |
| b) | Initial notification/Amendment | Initial Announcement |
| a) | Name | Poolbeg Pharma PLC |
| b) | LEI | 213800UZ8WJLWYHBFL52 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 0.002 pence each in Poolbeg Pharma PLC |
| Identification code | GB00BKPG7Z60 | |
| b) | Nature of the transaction | Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee P erformance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 7,731,958 |
| d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction |
| e) | Date of the transaction | 14 February 2024 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | John McEvoy |
| 2 | Reason for Notification | |
| a) | Position/status | SVP, Chief Legal Officer |
| b) | Initial notification/Amendment | Initial Announcement |
| a) | Name | Poolbeg Pharma PLC |
| b) | LEI | 213800UZ8WJLWYHBFL52 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 0.002 pence each in Poolbeg Pharma PLC |
| Identification code | GB00BKPG7Z60 | |
| b) | Nature of the transaction | Grant of a nominal cost option award under the Poolbeg Pharma PLC Employee P erformance Incentive Plan. The award will ordinarily become exercisable upon the weighted-average of the mid-market closing price of the ordinary shares in the Company being 16.5 pence or above over a period of fourteen calendar days. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 4,123,711 |
| d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction |
| e) | Date of the transaction | 14 February 2024 |
| f) | Place of the transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.