News

EMI share option and Joint Share Ownership awards

10 June 2010

Lipoxen PLC (AIM: LPX), a bio-pharmaceutical company specialising in the development of high-value differentiated biologicals, vaccines and siRNA delivery, announces that on 10th June 2010, Scott Maguire (CEO) and Colin Hill (CFO) - each being a Director of the Company - were made awards under the Company's Enterprise Management Incentive (EMI) share option scheme and also under the Company's Joint Share Ownership Plan (JSOP/the Plan) which was adopted at the 2009 Annual General Meeting on 24 July 2009.

The table of awards, vesting criteria and exercise prices is set out below:

Vesting Scott Maguire Colin Hill Share price hurdle (pence) **
EMI JSOP EMI JSOP
Immediately 1,547,096 614,575 1,323,396* NIL n/a
Performance based
Tranche 1 0 1,080,836 74,566 487,131 20.00
Tranche 2 0 1,080,836 74,566 487,131 40.00
Tranche 3 0 1,080,836 74,566 487,131 100.00
TOTAL 1,547,096
 		3,857,084 1,547,096 1,461,394

* Includes 200,000 EMI options re-granted following the surrender on 9 June 2010 of 400,000 options granted to Colin Hill on 31 July 2007.

** For the performance-based awards respectively

EMI Options

All EMI share options are exercisable at a price of 11 pence per share subject to the performance criteria being met.

The EMI options are granted within the scope and terms of the EMI Scheme as approved by shareholders at the AGM held on 24 July 2009

Joint Share Ownership Plan

The Jointly-Owned Shares have been issued to the Trustee and the Directors at a price of 7.75p per share, this being the quoted price of a share in the Company at the close of business on Tuesday 8th June 2010 when such awards were approved by a committee of the non-executive directors acting as the Remuneration Committee. Of the aggregate subscription monies (£412,182.11), the allocation of the Unrestricted Market Value of the shares (totalling £6,488.54) acquired by each Director is noted below, such sums having been paid by each director with the balance having been paid by the Trustee out of monies advanced on loan to the Trustee by the Company.

Under the terms of the Plan each director has acquired, jointly with the trustee of a newly-formed employees' share trust ("the Trustee"), an interest as beneficial joint owner in the number of shares as noted above, being ordinary shares of 0.5p each in the capital of the Company ("the Jointly-Owned Shares") upon and subject to the terms of a joint ownership agreement ("JOA") entered into in pursuance of the Company's Executive Shared Ownership Plan (which was approved by ordinary resolution of shareholders on 24 July 2009).

Scott Maguire:    £4,705.64
Colin Hill:          £1,782.90

Application will be made for such shares, which will rank pari passu in all respects with the existing issued share capital of the Company, to be admitted to trading on AIM which is expected on Tuesday 15th June 2010.

When the jointly owned shares are sold each Director will be entitled to receive, in respect of jointly owned shares in which his interest has vested, the growth in the market value of such shares above 7.75p per share plus interest on that price of 7.75p per share accruing over a period of up to 5 years at a rate of 8.387% per annum - being an 11.0 pence Threshold amount at the end of such period.

The effect of the above is that 100% of all of the awards noted above are, in effect, subject to a minimum share price of 11 pence per share only above which gains will accrue to the beneficiaries, with circa 60% of the aggregate awards vesting at shares prices between 20 pence and 100 pence per share.

The balance of the proceeds of sale will accrue to the Trustee and will be used to repay its outstanding borrowings from the Company.

Under the terms of the JOA the Directors' interests in the jointly owned shares will vest immediately upon the performance conditions set out above being satisfied.

All awards herein discussed will vest upon a change of control.

Sir Brian Richards, Non Executive Chairman of the Company commented:

"I am delighted to be able to announce these awards which have been made to further align the interests of executive management with those of our shareholders. They reflect the considerable commitment to the Company and its successful development by our executive directors who have already demonstrated their belief in and support for Lipoxen by their substantial personal contributions to both recent share Placings (2009 and 2010) and also to after- market purchases. I am confident that with Scott Maguire as CEO and Colin Hill as CFO, Lipoxen has every reason to be confident that the Company's day-to-day management affairs will be conducted assiduously and with the sole focus of maximising shareholder value."

Enquiries:

Lipoxen plc

+44 (0)20 7389 5015

M. Scott Maguire, Chief Executive Officer

 

 

 

Singer Capital Markets (nominated adviser)

+44 (0)20 3205 7500

Jeff Keating / Claes Spång

 

 

 

Buchanan Communications

+44 (0)20 7466 5000

Lisa Baderoon / Catherine Breen