Result of EGM & Director's In

RNS Number : 7773A

Syntopix Group plc

06 August 2008

 

SYNTOPIX GROUP PLC

RESULTS OF EXTRAORDINARY GENERAL MEETING

AND NOTIFICATION OF CHANGE IN INTERESTS OF DIRECTORS

Syntopix Group plc ('Syntopix Group' or 'the Company') (AIM:SYN), the company focused on antimicrobial pharmaceutical research and development, announces the results of its Extraordinary General Meeting held on 6 August 2008 along with changes to directors' share options. 

Results from Extraordinary General Meeting

At the Extraordinary General Meeting of shareholders, which took place earlier today, all resolutions put to shareholders to effect the Placing to raise approximately £1.5 million (approximately £1.49 million net of expenses) were duly passed. The Company has issued 1,985,230 new ordinary shares of 10p each ('Placing Shares') representing 24.38 per cent. of the enlarged issued share capital of the Company on a fully diluted basis.

It is expected that admission of the Placing Shares to trading on the AIM market of London Stock Exchange plc will become effective and that dealings in the Placing Shares will commence on AIM on 12 August 2008. Share certificates will be issued in respect of these shares on or around 22 August 2008.

The total number of ordinary shares of 10 pence each of the Company in issue following the Placing will be 7,717,831 with each share carrying the right to one vote. There are no shares held in treasury.

Following the Placing, the following significant shareholders and directors will have the shareholdings and percentages set opposite their names below:

IP2IPO Limited (together with Techtran Group Ltd)	1,446,832	18.75%
IP Venture Fund	425,977	5.52%
Invesco Perpetual	492,656	6.38%
Ridings Early Growth Investment Company	322,109	4.17%
Peter Arioswitsch	266,667	3.46%
Dr Jon Cove (Director)	266,180	3.45%
Dr Anne Eady (Director)	266,180	3.45%
Dr Rod Adams (Director)	196,818	2.55%
Dr Gwyn Humphreys (Director)	176,978	2.29%
Alan Aubrey (Director)	77,059	1.00%
Dr Stephen Jones (Director)	18,833	0.24%
Darren Bamforth (Director)	6,825	0.09%
Dr Helen Shaw (Director)	4,000	0.05%

Notification of Change in Interests of Directors in share options

The Remuneration Committee recognises that the next two years are critical to the Company's development and it has reviewed the way in which the Executive Directors, and in particular, Dr Stephen Jones, are incentivised.

It has decided that the existing share options held by Executive Directors will be cancelled and replaced with new share options with a lower exercise price.  As part of this restructuring, Dr Stephen Jones has agreed to a longer vesting period for the new options. In addition, new options have also been granted to the other Executive Directors.

The Remuneration Committee also believes that it is vital for the Company to preserve its cash resources for the longest possible period. It has therefore agreed with all the Non-Executive Directors, that they will forego their current directors' fees in return for the issue of share options.

Full details of the transactions are set out below.

On 6 August 2008 options ('Existing Options') held by directors in respect of 326,828 ordinary shares of 10p each in the company ('Ordinary Shares') were cancelled.

On 6 August 2008 options ('New Options') were granted to directors of the Company in respect of an aggregate of 604,146 Ordinary Shares. These New Options, taken with existing options over Ordinary Shares, will, if exercised, represent 8.33 per cent. of the then enlarged issued share capital of the Company. All New Options were granted with an exercise price of 86.5 pence per Ordinary Share. No amounts were paid for the grants themselves.

In respect of Dr Stephen Jones, 284,198 Existing Options were cancelled and he was granted 330,300 New Options.  Following this announcement Dr Jones holds 18,833 Ordinary Shares (0.24% of the existing issued share capital) and 330,300 options over Ordinary Shares in the capital of the Company. These Options, taken with existing options over Ordinary Shares, will, if exercised, represent 4.14 per cent. of the then enlarged issued share capital of the Company.

In respect of Darren Bamforth, 42,630 Existing Options were cancelled and he was granted 76,532 New Options. Following this announcement Mr Bamforth holds 6,825 Ordinary Shares (0.09% of the existing issued share capital) and 76,532 options over Ordinary Shares in the capital of the Company. These Options, taken with existing options over Ordinary Shares, will, if exercised, represent 0.99 per cent. of the then enlarged issued share capital of the Company.

In respect of Dr Jonathan Cove, he was granted 41,990 New Options.  Following this announcement Dr Cove holds 266,180 Ordinary Shares (3.44% of the existing issued share capital) and 41,990 options over Ordinary Shares in the capital of the Company. These Options, taken with existing options over Ordinary Shares, will, if exercised, represent 3.65 per cent. of the then enlarged issued share capital of the Company.

In respect of Dr Anne Eady, she was granted 41,990 New Options.  Following this announcement Dr Eady holds 266,180 Ordinary Shares (3.44% of the existing issued share capital) and 41,990 options over Ordinary Shares in the capital of the Company. These Options, taken with existing options over Ordinary Shares, will, if exercised, represent 3.65 per cent. of the then enlarged issued share capital of the Company.

In respect of Dr Rodney Adams, he was granted 33,333 New Options. Following this announcement Dr Adams holds 196,818 Ordinary Shares (2.54% of the existing issued share capital) and 90,173 options over Ordinary Shares in the capital of the Company. These Options, taken with existing options over Ordinary Shares, will, if exercised, represent 3.40 per cent. of the then enlarged issued share capital of the Company.

In respect of Dr Gwyn Humphreys, he was granted 26,667 New Options. Following this announcement Dr Humphreys holds 176,978 Ordinary Shares (2.29% of the existing issued share capital) and 26,667 options over Ordinary Shares in the capital of the Company. These Options, taken with existing options over Ordinary Shares, will, if exercised, represent 2.41 per cent. of the then enlarged issued share capital of the Company.

In respect of Alan Aubrey, he was granted 26,667 New Options. Following this announcement Mr Aubrey holds 77,059 Ordinary Shares (1.00% of the existing issued share capital) and 26,667 options over Ordinary Shares in the capital of the Company. These Options, taken with existing options over Ordinary Shares, will, if exercised, represent 1.23 per cent. of the then enlarged issued share capital of the Company.

In respect of Dr Helen Shaw, she was granted 26,667 New Options. Following this announcement Dr Shaw holds 4,000 Ordinary Shares (0.05% of the existing issued share capital) and 69,297 options over Ordinary Shares in the capital of the Company. These Options, taken with existing options over Ordinary Shares, will, if exercised, represent 0.87 per cent. of the then enlarged issued share capital of the Company.

All the above New Options are subject to performance criteria as determined by the Remuneration Committee and as required under the rules of the Syntopix Group plc EMI Share Option Scheme and the Syntopix Group plc Executive Share Option Scheme as appropriate.

For further information contact:

Syntopix Group plc	[phone]
Dr Rod Adams, Chairman
Dr Stephen Jones, Chief Executive Officer
KBC Peel Hunt Ltd	[phone]
Capel Irwin

 

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