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Xenetic Biosciences (XEN)

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Friday 02 March, 2012

Xenetic Biosciences

Director/PDMR Shareholding

RNS Number : 5455Y
Xenetic Biosciences PLC
02 March 2012


Xenetic Biosciences plc

('Xenetic' or 'the Company')

Joint Share Ownership Plan ("JSOP"/"the Plan") Awards to Directors

Xenetic Biosciences plc (LSE: XEN.L), a bio-pharmaceutical company specialising in the development of high-value differentiated biological and vaccines and novel cancer drugs, announces that on 1 March 2012 Scott Maguire (CEO) and Colin Hill (CFO) - each being an executive director of the Company - were made awards under the Company's Joint Share Ownership Plan which was adopted at the 2009 Annual General Meeting of the Company held on 24 July 2009.


The table of awards and associate vesting criteria is set out below:



Joint Share Ownership Plan awards

Share price hurdle *(pence)

Scott Maguire

Colin Hill


Tranche 1





Tranche 2





Tranche 3





Tranche 4










*      The Hurdle Criterion for each Tranche is that the LSE closing BID price is maintained for 5 consecutive trading days at the value of the Share Price Hurdle relevant to each Tranche.


Following  the making of these awards, there will be a total of 46,132,017 employee -related  share option and JSOP awards remaining outstanding, representing 12.15% of the current issued share capital in the Company of 379,732,255


Principal commercial terms regarding the JSOP awards

The JSOP is designed to give effect to a number of important factors which combine to ensure that the best economic interests of all of the Company's shareholders are served.  These include:

a)    The price hurdles selected have, in all cases, been set to be higher than the market price upon which the awards are based. The Threshold Amount, being the effective minimum cost of a share to an awardee, being, in this case, 13.06 pence is c.19% higher than the recent 11.00 pence placing and c.23% higher than the prevailing market price.


b)    As Awardees cannot normally call upon the Trustee to join in selling the shares until after the third anniversary of the date of award, the Plan serves as a long term incentive mechanism.


c)    The Joint Ownership Agreement (JOA) provides that, if the price hurdles in Tranches 1-3 are not met within five years, then such portion that has not already vested can be bought back by the Trustee at nominal value.  In such circumstances, the Awardees are permitted up to 8 years from the date of first award for the Tranche 4 hurdle to be met before such portion is also at similar risk.


d)    Awardees are required to pay for the acquisition of their interests the full amount of the estimated market value of their interests as beneficial joint owners of the shares.  This is a capital contribution to the Company, and is non-refundable to the Awardees if the jointly-owned shares do not become vested.


e)    Messrs Maguire and Hill will not normally qualify for any further awards until the publication of the Company's Financial Statements for FY2013, being a date likely to fall no earlier than Q2-2014.

The current awards were first approved in principle by the Company's Remuneration Committee in August 2011 following the issue of the Shareholder Circular dated 4th August 2011, and reviewed again on 8th December 2011.  However, in consideration of certain matters not yet having reached their natural conclusion at that time, final confirmation of the awards was determined to be made only following the conclusion of the acquisition of SymbioTec GmbH, which transaction was not completed until 16th January 2012.  Since then, the Company has been in a close period which has necessarily deferred the making of the awards.


Specific Terms of the Joint Share Ownership Plan


a)    Under the terms of the Plan each of Scott Maguire and Colin Hill ("the Awardees") has acquired, jointly with RBC TRUSTEES (GUERNSEY) LIMITED (as trustee of The Lipoxen Guernsey Purpose 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 17 July 2009).


b)    The Jointly-Owned Shares have been issued to the Trustee and each of the Awardees at a price of 10.625p per share, this being the quoted price of a share in the Company at the close of business on Thursday 1st March 2012. Of the aggregate subscription monies (£2,983,725.99), the allocation of the £38,753.34 estimated Unrestricted Market Value of the shares acquired by each of the Awardees is noted below, such sums having been paid by each Awardee with the balance having been paid by the Trustee out of monies advanced on loan to the Trustee by the Company.


Scott Maguire:          £32,265.33

Colin Hill:                    £  6,488.01


c)      Application has been made for such shares to be admitted to dealing on AIM which is expected on Wednesday 7th March 2012.


d)    Under the terms of the JOA the Awardees' interests in each tranche of the jointly-owned shares will vest upon attainment of the respective share price hurdles as noted above or upon a 'change of control' of the Company (as defined in the Joint Ownership Agreements).


e)    When the jointly-owned shares are sold each Awardee 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 10.625p per share plus interest on that price of 10.625p per share accruing over a period of up to 3 years at a rate of 7.65% per annum - thus deriving  a 13.06 pence Threshold Amount at the end of such period


f)     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 13.06 pence per share only above which gains will accrue to the beneficiaries, with circa 60% of the aggregate awards vesting only upon the attainment of share price hurdles of between 25 pence and 50 pence per share (or upon a change of control). 


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


The Plan has been structured to ensure, as far as may reasonably be possible, that the interests of management and shareholders remain fully aligned. No benefit can accrue to any Awardee save under the condition that the shareholder body at large will already have seen a substantial value enhancement in their holding as measured from the date of these awards and always, by virtue of the Threshold Amount mechanism, thereby benefit from a greater quantum of value enhancement than that available to the Awardees.


Unlike share options, which are generally regarded as "one way streets" written largely for the benefit of the option-holders, awards made under the Company's JSOP have, at their core, a genuine risk-sharing principle fully aligning the interests of the executive directors and shareholders.


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


"I am delighted to be able to announce these awards which have been made further to align the interests of executive management with those of our shareholders.  They reflect the considerable commitment to the Company and its successful development shown by our executive directors who have already demonstrated their belief in and support for Xenetic by their substantial personal contributions to previous fundraisings, after- market purchases and, more recently, by their total dedication to steering the Company to the successful conclusion of the recent set of transformational transactions.


 I remain confident that Xenetic's executive directorate will continue to serve shareholders well and that they will guide the Company safely through the pivotal "next steps" development of our proprietary ErepoXen and OncoHist products, and, together with the upcoming wave of new products being taken through clinical development by our collaborative partners in Russia ( SynBio and Pharmsynthez), will aggressively seek out new out-licensing opportunities for our PolyXen and  ImuXen enabling technologies with the sole focus of maximising shareholder value."


- Ends -



Xenetic Biosciences plc

+44 (0)20 7389 5015

Sir Brian Richards, Non Executive Chairman

Singer Capital Markets (NOMAD & Broker)

+44 (0)20 3205 7500

Claes Spång


Walbrook PR

+44 (0)20 7933 8780

Paul McManus

Paul Cornelius


This information is provided by RNS
The company news service from the London Stock Exchange