Voluntary Price Condition on Directors' Options
Summary by AI BETAClose X
12 November 2026
Aptamer Group plc
("Aptamer", the "Company" or the "Group")
Voluntary Share Price Condition on Directors' Award 1 Options
Aptamer Group plc (AIM: APTA), the developer of next-generation synthetic Optimer® binders, announces that, with regard to the share options granted in August 2026, following further consultation with major shareholders, the Directors have agreed to a voluntary share price condition which will apply to Award 1.
As a result, the Directors will not exercise share options from Award 1 at least until the closing mid-market price of the Company’s ordinary shares has traded above 0.6 pence for 30 consecutive dealing days, such condition taking effect from today’s date. All other terms remain unchanged.
Background to the share option scheme
As announced on 14 August 2026, the Company agreed to award options over a total of 863,785,988 new ordinary shares to Directors and employees under the share option scheme approved by shareholders at the General Meeting held on 13 April 2026. As a condition of these awards, existing options awarded in 2024 to subscribe for 444,758,842 new ordinary shares were surrendered.
The scheme was established following the Company’s £4.55 million fundraise at an issue price of 0.6 pence per share and was designed to reward, incentivise and retain the Board and employees through an important phase in the Company’s development, as explained in the circular issued to shareholders on 31 March 2026. The scheme is structured across three separate tranches, with progressively stronger vesting and share price conditions:
- Award 1 – 193,508,199 options, granted to Directors, which vested immediately with an exercise price of 0.1 pence per share. None of the Award 1 options have been exercised to date. This award is structured to reflect the Directors' achievements for the period 2023 - 2025, during which Directors had no bonuses and accepted below market salaries. Using share options avoids using the Company's working capital for cash bonuses and is more tax efficient than an award of shares.
- Awards 2 and 3 – replace the 2024 options and provide a meaningful incentive to Directors and staff, whilst retaining material performance criteria. The Company, under the current scientific and management team, has made significant progress over the past 3-4 years. The Company continues to believe that it can achieve multiple material contracts and licensing deals (i.e., £10-50 million). However, as the Company has been working with its target audience, being the top 20 pharma companies worldwide, it has become apparent that these customers would prefer that Aptamer shoulders a greater proportion of the early stage development risk and cost. This factor has come at a significant cost to working capital (and dilution to the founders' shareholdings) and time, both of which have served to undermine the value of the 2024 options in terms of providing an effective incentive to the Directors and employees.
- Award 2 – provides a medium term incentive to retain and reward Directors over the next three years, comprising 227,182,788 options with an exercise price of 0.6 pence per share and vesting over three years, subject to the Company’s share price having exceeded 0.65 pence per share for the required 30-day period; and
- Award 3 – provides a stretching series of hurdles and awards, comprising 443,095,001 options, of which 264,477,145 have been granted to Directors and 178,617,856 to employees, with an exercise price of 0.69 pence per share and vesting in eight equal tranches on the achievement of share-price hurdles ranging from 1.5 times to 3.25 times the 0.6 pence fundraise price.
All options are subject to malus and clawback provisions in line with governance best practices.
Terms of the Voluntary Share Price Condition
The Directors have undertaken to a voluntary hurdle that, for the next three years, they will not exercise the options granted under Award 1 until the closing mid-market price of the Company’s ordinary shares has been above 0.6 pence for at least 30 consecutive dealing days.
Following fulfilment of the Voluntary Share Price Condition and following any exercise of the Award 1 options, those shares will then be subject to orderly market arrangements for a further 12 months. During that period, disposals may only be made through the Company’s broker(s) and with the Company’s prior consent.
Summary of the share option arrangements
For clarity, the table below summarises the options awarded to Directors under each of the Company’s three option awards:
|
Award |
Directors Options |
Staff Options |
Exercise price |
Vesting conditions |
|
Award 1 |
193,508,199 |
- |
0.10p |
Vested on grant. |
|
Award 2 |
227,182,788 |
- |
0.60p |
Share price above 0.65p for 30 consecutive dealing days prior to vesting. |
|
Award 3 |
264,477,145 |
178,617,856 |
0.69p |
Eight equal tranches subject to share-price multiples of the 0.6p issue price of 1.50x, 1.75x, 2.00x, 2.25x, 2.50x, 2.75x, 3.00x and 3.25x. |
|
Total |
685,168,132 |
178,617,856 |
|
|
Shareholders approved the share option arrangements on 13 April 2026. Full details are set out in the circular dated 27 March 2026, available on the Company’s website.
Dr Adam Hargreaves, Chair of the Board and of the Remuneration Committee of Aptamer, commented:
“Following constructive discussions with major shareholders, the Directors have agreed these additional arrangements to strengthen alignment with shareholder interests. Our focus remains on delivering commercially through growing fee-for-service revenues and progressing licensing opportunities that can generate recurring income and long-term shareholder value. We look forward to updating investors on our progress in due course.”
- Ends -
For further information, please contact:
|
Aptamer Group plc Dr Arron Tolley, Chief Executive Officer |
+44 (0) 1904 217 404 |
|
SPARK Advisory Partners Limited - Nominated Adviser Andrew Emmott / Dillon Wall |
+44 (0) 20 3368 3550 |
|
Cavendish Capital Markets Limited – Joint Broker Geoff Nash / Seamus Fricker / Joe Smith |
+44 (0) 20 7220 0500 |
|
Turner Pope Investments (TPI) Limited – Joint Broker Andrew Thacker / Guy McDougall |
+44 (0) 20 3657 0050 |
|
Northstar Communications Limited - Investor Relations Sarah Hollins
|
+44 (0) 113 730 3896 |
About Aptamer Group
Aptamer Group plc (AIM: APTA) develops Optimer® binders, next-generation synthetic alternatives to antibodies that offer high specificity, improved stability, lower cost and access to targets beyond the reach of conventional modalities.
The Group operates a dual-revenue model, generating near-term revenues through fee-for-service discovery programmes while building a portfolio of proprietary therapeutic assets designed to create long-term value through licensing, royalties and supply agreements.
Aptamer is strategically focused on two of the most significant challenges in modern drug development: targeting "undruggable" proteins and enabling delivery of therapeutics to tissues beyond the liver. Its proprietary Optimer® platform, supported by more than 15 years of discovery data and an expanding AI-enabled discovery engine, is designed to accelerate the identification of high-quality binders against challenging biological targets.
The Group's internal pipeline includes targeted delivery vehicles for oligonucleotide therapeutics and radioligand therapy programmes, with upcoming in vivo studies expected to support future partnering and licensing opportunities.
Founded in 2008 and headquartered in York, UK, Aptamer works with many of the world's leading pharmaceutical companies, combining platform expertise, proprietary data and therapeutic innovation to create shareholder value.
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