Poolbeg Pharma
plc
Board Role
Change
and Launch of Employee Performance
Incentive Plan
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."
Enquiries
Poolbeg Pharma Plc
Jeremy Skillington, CEO
Ian O'Connell, CFO
|
+44 (0) 207 183 1499
|
Cavendish Capital Markets
Ltd (Nominated Adviser & Joint Broker)
Geoff Nash, Charlie
Beeson, Nigel Birks, Harriet Ward (ECM)
|
+44 (0) 207 220 0500
|
Singer Capital Markets (Joint
Broker)
Phil Davies, Sam
Butcher
|
+44 (0) 207 496
3000
|
J&E Davy (Joint
Broker)
Anthony Farrell, Niall
Gilchrist
|
+353 (0) 1 679 6363
|
Optimum Strategic
Communications
Nick Bastin, Vici Rabbetts,
Elena Bates
|
+44 (0) 208 078 4357
poolbeg@optimumcomms.com
|
About Poolbeg Pharma
Poolbeg Pharma plc is committed to
the development and commercialisation of innovative medicines
targeting diseases with a high unmet medical need. Its model
focusses upon developing its exciting clinical assets and
commercialising approved and marketed drugs to fund the development
of its robust pipeline of innovative products, thereby driving
significant value creation.
Poolbeg is led by an experienced
leadership team with a history of delivering significant
shareholder value. The team has been strengthened by the
appointment of three former members of the Amryt Pharma plc
leadership team, with the intention of repeating Amryt's success
and generating near term revenues.
Poolbeg's clinical programmes target
large addressable markets including cancer immunotherapy-induced
CRS, infectious disease, and metabolic conditions such as obesity
with the development of an oral GLP-1R agonist. It uses a
cost-effective development philosophy to generate high quality
human data to support partnering and further development. Its
AI-led infectious disease programmes analyse unique data from human
challenge trials to identify clinically relevant drug targets and
treatments, leading to faster development and greater commercial
appeal.
Forward-Looking
Statements
This announcement may contain forward-looking statements and the words "expect",
"anticipate", "intends", "plan", "estimate", "aim", "forecast",
"project" and similar expressions (or their negative) identify
certain of these forward-looking statements. The forward-looking
statements in this announcement are based on numerous assumptions
and Poolbeg's present and future business strategies and the
environment in which Poolbeg expects to operate in the future.
Forward-looking statements involve inherent known and unknown
risks, uncertainties and contingencies because they relate to
events and depend on circumstances that may or may not occur in the
future and may cause the actual results, performance or
achievements to be materially different from those expressed or
implied by such forward-looking statements. These statements are
not guarantees of future performance or the ability to identify and
consummate investments. Many of these risks and uncertainties
relate to factors that are beyond Poolbeg's ability to control or
estimate precisely, such as future market conditions, currency
fluctuations, the behaviour of other market participants, the
outcome of clinical trials, the actions of regulators and other
factors such as Poolbeg's ability to obtain financing, changes in
the political, social and regulatory framework in which Poolbeg
operates or in economic, technological or consumer trends or
conditions. Past performance should not be taken as an indication
or guarantee of future results, and no representation or warranty,
express or implied, is made regarding future performance. No person
is under any obligation to update or keep current the information
contained in this announcement or to provide the recipient of it
with access to any additional relevant
information.
For more information, please go
to www.poolbegpharma.com or
follow us on Twitter and LinkedIn @PoolbegPharma.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them in accordance with the Market Abuse
Regulation.
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Cathal Friel
|
2
|
Reason for Notification
|
a)
|
Position/status
|
Executive Chairman
|
b)
|
Initial
notification/Amendment
|
Initial Announcement
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Poolbeg Pharma PLC
|
b)
|
LEI
|
213800UZ8WJLWYHBFL52
|
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
|
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
Performance 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
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Poolbeg Pharma PLC
|
b)
|
LEI
|
213800UZ8WJLWYHBFL52
|
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
|
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
Performance 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
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Poolbeg Pharma PLC
|
b)
|
LEI
|
213800UZ8WJLWYHBFL52
|
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
|
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
Performance 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
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Poolbeg Pharma PLC
|
b)
|
LEI
|
213800UZ8WJLWYHBFL52
|
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
|
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
Performance 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
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Poolbeg Pharma PLC
|
b)
|
LEI
|
213800UZ8WJLWYHBFL52
|
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
|
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
Performance 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
|