Cancellation & Regrant & Grant of Share Options
17 June 2020
Corero Network Security plc
("Corero," the "Company" or the "Group")
Completion of Cancellation and Regrant of Existing Share Options
&
Grant of Share Options
Corero Network Security plc (AIM: CNS) announces that pursuant to the announcement made by the Company on 18 May 2020, a total of 25,446,000 existing options over new ordinary shares of one pence each ("Ordinary Shares") granted to certain of its directors and employees ("Existing Share Options") have been cancelled and new options over the same number of new Ordinary Shares ("Regrant Share Options") were granted on 16 June 2020 to the same directors and employees at a revised exercise price, as detailed below. The cancellation of the Existing Share Options and the regrant of the Regrant Share Options was approved by Corero shareholders at the Company's Annual General Meeting held on 11 June 2020.
In addition, the Company announces the award of a total of 14,403,000 new options to subscribe for Ordinary Shares to certain of the Company's newly appointed directors and employees (the "New Options").
Cancellation and Regrant of Existing Share Options
The vesting of the 25,446,000 Regrant Share Options will not be subject to any performance conditions, but to ensure that the Regrant Share Options provide a suitable long term incentive and retention tool, the Regrant Share Options will vest as to one-third on the first anniversary of the date of grant, one-third on the second anniversary of the date of grant and the final one-third on the third anniversary of the date of grant. Any Ordinary Shares which are issued following exercise of the first tranche of Regrant Share Options (which will vest on the first anniversary of the option grant date) may not be sold or otherwise transferred by an option holder prior to the second anniversary of the option grant date.
The Regrant Share Options carry an exercise price of 5.25 pence per Ordinary Share, being equal to the higher of the closing mid-market price per Ordinary Share on the last business day immediately prior to date of grant of the Regrant Share Options and the volume weighted average price per Ordinary Share for the 90 trading days ended on the last business day immediately prior to the date of grant of the Regrant Share Options .
7,919,000 of the Regrant Share Options have been granted to Ashley Stephenson and 5,775,000 of the Regrant Share Options have been granted to Andrew Miller following the cancellation of an equal number of Existing Share Options held by each. Messrs Stephenson and Miller are directors of the Company.
Grant of New Share Options
The Company also announces that on 16 June 2020 , a total of 14,403,000 New Options were granted to Corero's employees under the Corero Unapproved Option Plan. Of the New Options, 7,000,000 were granted to Lionel Chmilewsky, Executive Director and Corero CEO Designate, and 2,000,000 were granted to Neil Pritchard, Corero's Group Finance Director.
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further details.
The New Options carry an exercise price of 5.25 pence per Ordinary Share. The New Options will vest in equal proportions on the first, second and third anniversaries of the date of grant. Any new Ordinary Shares issued pursuant to the exercise of the New Options may not be sold or otherwise transferred until the second anniversary of the date of grant.
Following the grant of the Regrant Share Options and the New Options, the Company has granted options over 47,984,500 new Ordinary Shares, representing 9.7% of the Company's current issued ordinary share capital.
Capitalised terms used in this announcement shall have the same meaning as those definitions set out in the circular to shareholders dated 18 May 2020 .
Enquiries:
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Corero Network Security plc |
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Neil Pritchard, Group Finance Director
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Tel: +44(0)1895 876 382 |
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Cenkos Securities plc |
Tel: +44 (0)20 7397 8900 |
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Ben Jeynes - Corporate Finance
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Vigo Communications |
Tel: +44(0)20 7830 9703 |
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Jeremy Garcia / Antonia Pollock
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NOTIFICATIONS AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a) |
Name |
Ashley Stephenson |
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2 |
Reason for the notification |
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a) |
Position/status |
Chief Executive Officer |
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b) |
Initial notification /Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Corero Network Security plc |
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b) |
LEI |
2138001EVYT2OI1C4Y98 |
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4
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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 |
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a)
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Description of the financial instrument, type of instrument |
Ordinary shares of 1 pence each |
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Identification code |
GB00B54X0432 |
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b) |
Nature of the transaction |
Regrant of share options to subscribe for new ordinary shares at a price of 5.25p per ordinary share |
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c)
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Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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Nil |
7,919,000 |
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d)
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Aggregated information |
n/a - single transaction |
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- Aggregated volume |
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- Price |
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e) |
Date of the transaction |
16 June 2020 |
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f) |
Place of the transaction |
Outside a trading venue |
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1
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Details of the person discharging managerial responsibilities / person closely associated
|
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a) |
Name |
Andrew Miller |
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2 |
Reason for the notification |
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a) |
Position/status |
Non-Executive Director |
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b) |
Initial notification /Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Corero Network Security plc |
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b) |
LEI |
2138001EVYT2OI1C4Y98 |
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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 1 pence each |
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|
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Identification code |
GB00B54X0432 |
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|
|
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b) |
Nature of the transaction |
Regrant of share options to subscribe for new ordinary shares at a price of 5.25p per ordinary share |
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c)
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Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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Nil |
5,775,000 |
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d)
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Aggregated information |
n/a - single transaction |
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- Aggregated volume |
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- Price |
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e) |
Date of the transaction |
16 June 2020 |
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f) |
Place of the transaction |
Outside a trading venue |
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1
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Details of the person discharging managerial responsibilities / person closely associated
|
||||
|
a) |
Name |
Lionel Chmilewsky |
|||
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2 |
Reason for the notification |
||||
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a) |
Position/status |
Executive Director |
|||
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b) |
Initial notification /Amendment |
Initial notification |
|||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||
|
a) |
Name |
Corero Network Security plc |
|||
|
b) |
LEI |
2138001EVYT2OI1C4Y98 |
|||
|
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 1 pence each |
|||
|
|
|
||||
|
Identification code |
GB00B54X0432 |
||||
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|
|
||||
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b) |
Nature of the transaction |
Grant of share options to subscribe for new ordinary shares at a price of 5.25p per ordinary share |
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c)
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Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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Nil |
7,000,000 |
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d)
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Aggregated information |
n/a - single transaction |
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- Aggregated volume |
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- Price |
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e) |
Date of the transaction |
16 June 2020 |
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f) |
Place of the transaction |
Outside a trading venue |
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1
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Details of the person discharging managerial responsibilities / person closely associated
|
||||
|
a) |
Name |
Neil Pritchard |
|||
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2 |
Reason for the notification |
||||
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a) |
Position/status |
Group Finance Director |
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b) |
Initial notification /Amendment |
Initial notification |
|||
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||
|
a) |
Name |
Corero Network Security plc |
|||
|
b) |
LEI |
2138001EVYT2OI1C4Y98 |
|||
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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 1 pence each |
|||
|
|
|
||||
|
Identification code |
GB00B54X0432 |
||||
|
|
|
||||
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b) |
Nature of the transaction |
Grant of share options to subscribe for new ordinary shares at a price of 5.25p per ordinary share |
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c)
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Price(s) and volume(s) |
|
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Price(s) |
Volume(s) |
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Nil |
2,000,000 |
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d)
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Aggregated information |
n/a - single transaction |
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||||
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- Aggregated volume |
|
||||
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||||
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- Price |
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e) |
Date of the transaction |
16 June 2020 |
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f) |
Place of the transaction |
Outside a trading venue |
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