Mereo BioPharma Group plc

Share Issue/Capital Change • May 21, 2019

National Storage Mechanism | Additional information

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RNS Number : 7421Z

Mereo BioPharma Group plc

21 May 2019

Mereo BioPharma Group plc

("Mereo" or the "Company")

Notification of Director and other PDMR Dealings

London, May 21, 2019 - Mereo BioPharma Group plc (AIM: MPH, NASDAQ: MREO), a clinical stage UK based biopharmaceutical company focused on rare diseases, on May 20, 2019 granted incentive awards as set out below to persons discharging managerial responsibilities (PDMRs). All the awards were granted for nil consideration and shall ordinarily be forfeit (to the extent unvested) upon cessation of service.

Options to acquire American Depositary Shares ("ADSs") at an exercise price of $5.40 per ADS (Fair Market Value at grant) under the Mereo BioPharma Group plc 2019 Equity Incentive Plan (an employees' share scheme):

Name of PDMR	Position	Number of ADSs over which Option granted
Denise Scots-Knight	Chief Executive Officer	87,500
Alastair MacKinnon	Chief Medical Officer	27,500
Richard Jones	Chief Financial Officer	27,500
Charles Sermon	General Counsel	27,500
Wills Hughes-Wilson	Head of Patient Access and Commercial Planning	18,000
John Richard	Head of Corporate Development	27,500

These Options shall normally vest and become exercisable as to one quarter on the first anniversary of their grant date and, thereafter, as to the balance in equal monthly installments over the three-year period following such anniversary.

Awards to either acquire ADSs at an exercise price of $5.40 per ADS (Fair Market Value at grant) or, at the Company's discretion, receive a cash amount equal to the excess, if any, over the exercise price of their Fair Market Value on the exercise date:

Name of PDMR	Position	Number of ADSs over which Award granted
Peter Fellner	Chairman	5,500
Anders Ekblom	Director	5,500
Peter Bains	Director	5,500
Kunal Kashyap	Director	5,500
Paul Blackburn	Director	5,500
Deepa Pakianathan	Director	5,500
Michael Wyzga	Director	5,500

These awards shall vest in equal monthly installments over the year following their grant date.

The below announcement and notification is made in accordance with the EU Market Abuse Regulation. The forms required under the EU Market Abuse Regulation follow.

1

Details of the person discharging managerial responsibilities

a)

Name

Denise Scots-Knight

2

Reason for the notification

a)

Position/status

Chief Executive Officer

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN OPTION (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT)

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	87,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Alastair MacKinnon

2

Reason for the notification

a)

Position/status

Chief Medical Officer

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN OPTION (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT)

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	27,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Richard Jones

2

Reason for the notification

a)

Position/status

Chief Financial Officer

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN OPTION (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT)

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	27,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Charles Sermon

2

Reason for the notification

a)

Position/status

General Counsel

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN OPTION (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT)

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	27,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Wills Hughes-Wilson

2

Reason for the notification

a)

Position/status

Head of Patient Access and Commercial Planning

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN OPTION (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT)

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	18,000

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

John Richard

2

Reason for the notification

a)

Position/status

Head of Corporate Development

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN OPTION (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT)

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	27,500

d)

Aggregated information: volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Peter Fellner

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN AWARD (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 NON-EMPLOYEE EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT). ON EXERCISE, THE COMPANY HAS DISCRETION EITHER TO DELIVER ADSS OR MAKE A CASH PAYMENT EQUAL TO ANY EXCESS OF THEIR FAIR MARKET VALUE OVER THE EXERCISE PRICE

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	5,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Anders Ekblom

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN AWARD (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 NON-EMPLOYEE EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT). ON EXERCISE, THE COMPANY HAS DISCRETION EITHER TO DELIVER ADSS OR MAKE A CASH PAYMENT EQUAL TO ANY EXCESS OF THEIR FAIR MARKET VALUE OVER THE EXERCISE PRICE

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	5,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Peter Bains

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN AWARD (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 NON-EMPLOYEE EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT). ON EXERCISE, THE COMPANY HAS DISCRETION EITHER TO DELIVER ADSS OR MAKE A CASH PAYMENT EQUAL TO ANY EXCESS OF THEIR FAIR MARKET VALUE OVER THE EXERCISE PRICE

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	5,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Kunal Kashyap

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN AWARD (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 NON-EMPLOYEE EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT). ON EXERCISE, THE COMPANY HAS DISCRETION EITHER TO DELIVER ADSS OR MAKE A CASH PAYMENT EQUAL TO ANY EXCESS OF THEIR FAIR MARKET VALUE OVER THE EXERCISE PRICE

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	5,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Paul Blackburn

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN AWARD (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 NON-EMPLOYEE EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT). ON EXERCISE, THE COMPANY HAS DISCRETION EITHER TO DELIVER ADSS OR MAKE A CASH PAYMENT EQUAL TO ANY EXCESS OF THEIR FAIR MARKET VALUE OVER THE EXERCISE PRICE

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	5,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Deepa Pakianathan

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN AWARD (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 NON-EMPLOYEE EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT). ON EXERCISE, THE COMPANY HAS DISCRETION EITHER TO DELIVER ADSS OR MAKE A CASH PAYMENT EQUAL TO ANY EXCESS OF THEIR FAIR MARKET VALUE OVER THE EXERCISE PRICE

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	5,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities

a)

Name

Michael Wyzga

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mereo BioPharma Group plc

b)

LEI

213800U8JQHIJOS5AS09

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 and identification code

AMERICAN DEPOSITARY SHARE (ADS), EACH REPRESENTING 5 MEREO BIOPHARMA GROUP PLC ORDINARY SHARES OF GBP0.003 EACH

b)

Nature of the transaction

GRANT OF AN AWARD (FOR NO CONSIDERATION) UNDER THE MEREO BIOPHARMA GROUP PLC 2019 NON-EMPLOYEE EQUITY INCENTIVE PLAN. THE EXERCISE PRICE IS US$5.40 PER ADS (FAIR MARKET VALUE AT GRANT). ON EXERCISE, THE COMPANY HAS DISCRETION EITHER TO DELIVER ADSS OR MAKE A CASH PAYMENT EQUAL TO ANY EXCESS OF THEIR FAIR MARKET VALUE OVER THE EXERCISE PRICE

c)

Price(s) and volume(s)

Price(s)	Volume(s)
NIL	5,500

d)

Aggregated information:  volume, Price

NOT APPLICABLE - SINGLE TRANSACTION

e)

Date of the transaction

May 20, 2019

f)

Place of the transaction

Outside of a trading venue

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END

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