TIDMSAR
RNS Number : 0044R
Sareum Holdings PLC
06 December 2016
(AIM: SAR) 6 December 2016
SAREUM HOLDINGS PLC
("Sareum" or the "Company")
Directors' Remuneration & General Meeting
Introduction
Further to the announcement by Sareum of the licensing of
CCT245737 to ProNAi Therapeutics, Inc. (the "ProNAi licensing
transaction") on 27 September 2016, which is anticipated to
generate for the Company up to US$88.4 million together with a
share of sales royalties, and of the Company's final results for
the year ended 30 June 2016 on 2 November 2016, the Company
announces various proposed changes to the remuneration of its
Directors.
The changes described below constitute a related party
transaction for the purposes of the AIM Rules for Companies and, in
the absence of any independent Directors, they are conditional upon
shareholder approval by ordinary resolution.
The proposals
The Company proposes the following changes to the remuneration
of the Directors (such proposals together referred to as the
"Proposals").
In light of the significant anticipated returns to the Company
and its increased scale resulting from the licensing transaction,
the Company proposes to award each of Dr Tim Mitchell and Dr John
Reader a one off bonus of GBP50,000.
The strategy of Sareum remains to discover and develop
innovative drug candidates aimed at cancers and autoimmune
diseases. With a proven business model following the ProNAi
licensing transaction, the management believes there is an
opportunity to expand Sareum's drug candidate pipeline. This will
require additional talent and, in order to attract the best
candidates, the Company believes it needs to offer market rates of
pay. Accordingly, the Company proposes to re-adjust the salaries of
Drs Mitchell and Reader to closer to market levels, noting that Drs
Mitchell and Reader had agreed to a significant salary reduction in
2008. Therefore, with effect from 1 December 2016, it is proposed
that the annual salaries of each of Drs Mitchell and Reader be
agreed at GBP157,556 and that of Dr Parker at GBP54,000,
representing increases of 50%.
In addition the Company proposes to grant to each of Drs
Mitchell and Reader an option over 12,500,000 Shares, exercisable
by no later than 22 December 2026 in the case of 6,250,000 Shares
at 0.80 pence, 3,125,000 Shares at 1.20 pence and 3,125,000 Shares
at 1.6 pence per Share, respectively.
Finally, the Company proposes to award to Dr Stephen Parker an
option over 10,000,000 Shares, exercisable by no later than 22
December 2026, in the case of 5,000,000 Shares at 0.80 pence,
2,500,000 Shares at 1.2 pence and 2,500,000 Shares at 1.6 pence per
Share, respectively. The Company had committed to award such an
option to Dr Parker upon his appointment to the Board on 17 May
2016, however the Board was then aware of discussions concerning
the ProNAi licensing transaction.
Following the proposed grants of options referred to above, the
interests of Directors in options over Shares would be as
follows:
Director Share scheme Exercise No. of Shares Percentage
price under option of issued
(pence) share capital
Dr Tim Mitchell EMI 0.25 6,400,000 0.24%
EMI 0.26 6,153,846 0.23%
EMI 1.2 2,566,666 0.10%
EMI 0.6 4,752,000 0.18%
EMI 0.425 7,198,353 0.27%
EMI 0.59 5,340,862 0.20%
EMI 0.80 6,250,000 0.24%
EMI 1.20 3,125,000 0.12%
EMI 1.60 3,125,000 0.12%
Dr John Reader EMI 0.25 6,400,000 0.24%
EMI 0.26 6,153,846 0.23%
EMI 1.2 2,566,666 0.10%
EMI 0.6 4,752,000 0.18%
EMI 0.425 7,198,353 0.27%
EMI 0.59 5,340,862 0.20%
EMI 0.80 6,250,000 0.24%
EMI 1.20 3,125,000 0.12%
EMI 1.60 3,125,000 0.12%
Dr Stephen Parker Unapproved 0.80 5,000,000 0.19%
Unapproved 1.20 2,500,000 0.09%
Unapproved 1.60 2,500,000 0.09%
The Proposals constitute related party transactions for the
purposes of the AIM Rules for Companies. In the absence of any
independent Directors, WH Ireland Limited, the Company's Nominated
Adviser, confirms that the terms of the Proposals, which are
conditional upon shareholder approval by ordinary resolution, are
fair and reasonable in so far as shareholders of the Company are
concerned.
General meeting
A notice has today been sent to shareholders convening a general
meeting of shareholders at the offices of Taylor Vinters LLP at
Merlin Place, Milton Road, Cambridge CB4 0DP at 9.00 am on Thursday
22 December 2016 for the purpose of considering and, if thought
fit, passing an ordinary resolution approving the Proposals. The
Proposals are conditional on the passing of this resolution and
accordingly, if it is not passed the Proposals will not be
implemented. A copy of the shareholder communication has been
placed on the Company's website (www.sareum.com).
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014.
For further information:
Sareum Holdings plc
Tim Mitchell 01223 497 700
WH Ireland Limited (Nominated Adviser and Co-Broker)
Chris Fielding / Nick Prowting 020 7220 1666
Hybridan LLP (Co-Broker)
Claire Noyce 020 3764 2341
The Communications Portfolio (Sareum
Media enquiries)
Ariane Comstive
Ariane.comstive@communications-portfolio.co.uk 07785 922 354
Notes for editors:
Sareum is a drug discovery and development company delivering
targeted small molecule therapeutics, focusing on cancer and
autoimmune disease, for licensing to pharmaceutical and
biotechnology companies at the preclinical or early clinical trials
stage.
Sareum operates an outsourced research model, working with
international collaborators and a world-wide network of research
providers. Its most advanced programme (Chk1) commenced clinical
trials in May 2016 and was licensed to NASDAQ-listed ProNAi
Therapeutics in September 2016.
SKIL(R) (Sareum Kinase Inhibitor Library) is Sareum's drug
discovery technology platform that has so far produced the
Company's Aurora+FLT3 and TYK2 kinase cancer and autoimmune disease
research programmes, which are in the IND-enabling preclinical and
lead optimisation stages respectively. SKIL(R) can also generate
drug research programmes against other kinase targets.
Sareum Holdings plc is listed on the AIM market of the London
Stock Exchange, trading under the symbol SAR. For further
information, please visit www.sareum.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCTABATMBJMBAF
(END) Dow Jones Newswires
December 06, 2016 02:00 ET (07:00 GMT)
Sareum (LSE:SAR)
Historical Stock Chart
From Apr 2024 to May 2024
Sareum (LSE:SAR)
Historical Stock Chart
From May 2023 to May 2024