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MICROSAIC SYSTEMS PLC
Director's Dealing • Feb 5, 2021
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Director's Dealing
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National Storage Mechanism | Additional information 
RNS Number : 0854O
Microsaic Systems plc
05 February 2021
5 February 2021
Microsaic Systems plc
("Microsaic" or the "Company")
Directors' Interests and Award of Options and Warrants
Microsaic Systems plc (AIM: MSYS), the point-of-need mass spectrometry company, announces that, following Admission at 8.00 a.m. today of the new ordinary shares of 0.01 pence each ("Ordinary Shares") in connection with the fundraise announced on 19 January 2021, the Directors' shareholdings and percentage interests in the issued share capital of the Company will be as follows:
| Director | Number Ordinary Shares held prior to Admission | Number of Placing Shares subscribed for |
Number of Fees Shares to be paid |
Resulting number of Ordinary Shares held |
Percentage of the Issued Share Capital | |||||
| Glenn Tracey | 800,000 | 5,000,000 | - | 5,800,000 | 0.10% | |||||
| Bevan Metcalf | 1,050,000 | 10,000,000 | - | 11,050,000 | 0.18% | |||||
| Gerard Brandon | - | 90,000,000 | (1) | 50,000,000 | 140,000,000 | 2.30% | ||||
| Dr. Nigel Burton | 500,000 | 30,000,000 | 35,000,000 | 65,500,000 | 1.08% | |||||
(1) Includes a subscription for 50,000,000 shares by a person closely associated with Gerard Brandon.
The Directors now hold an aggregate of 222,350,000 Ordinary Shares, representing 3.66 per cent. of the issued share capital of the Company.
Following Admission of the New Ordinary Shares today, and to incentivise the new Board and employees, the Company has awarded a total of 600,000,000 options ("New Options") and 525,000,000 warrants ("Director Warrants") to certain Directors, employees and a consultant, in each case to subscribe for the same number of Ordinary Shares of 0.01 pence each in the Company. The New Options and the Warrants all have an exercise price of 0.1 pence per Ordinary Share, being the Placing Price of the Transaction approved by shareholders at the General Meeting held on 4 February 2021.
As disclosed in the circular issued in connection with the fundraise, New Options have been awarded to Executive Directors as detailed below:
| Director | Position | Number of Existing Options |
Cancellation of Existing Options |
Number of Options | Total Options Held |
| Glenn Tracey | CEO | 4,800,000 | (4,800,000) | 150,000,000 | 150,000,000 |
| Bevan Metcalf | Finance Director | 4,620,000 | (4,620,000) | 75,000,000 | 75,000,000 |
New Options totalling 225,000,000 were awarded to Executive Directors under Microsaic's existing share option schemes. The New Options will be exercisable at the exercise price of 0.1 pence for up to 5 years and are normally subject to a vesting condition that the Company's Ordinary Shares have traded at a volume weighted average price at or above a 50 per cent. premium to the exercise price for 20 consecutive business days at any time since the New Options were awarded. It has been agreed with Glenn Tracey and Bevan Metcalf that their existing options over 9,420,000 Ordinary Shares have been cancelled.
A further 375,000,000 New Options have been awarded to employees of the Company under Microsaic's EMI Share Option Scheme. The New Options will be exercisable at the exercise price of 0.1 pence for up to 5 years from 5 February 2021, but are not normally exercisable prior to 5 February 2023. With the agreement of employees, their existing options of 3,690,000 have been cancelled.
Also as disclosed in the Circular issued in connection with the fundraise, the Director Warrants have been awarded today to Non-Executive Directors as detailed below:
| Director | Position | Number of Director Warrants |
Total Director Warrants Held |
| Gerard Brandon | Non-executive Chairman | 250,000,000 | 250,000,000 |
| Dr. Nigel Burton | Non-executive Director | 200,000,000 | 200,000,000 |
The Director Warrants are subject to the rules of the Microsaic Unapproved Share Option Scheme. They are exercisable at the exercise price of 0.1 pence for up to 5 years and are normally subject to a vesting condition that the Company's Ordinary Shares have traded at a volume weighted average price at or above a 50 per cent. premium to the exercise price for 20 consecutive business days at any time since the Director Warrants were awarded. Warrants over 75,000,000 New Ordinary Shares have also been issued to Eric Yeatman, a former director and now consultant to the Company, under the same terms and performance condition as for the Director Warrants.
Following the cancellation of Existing Options and the award of New Options and Warrants, the total number of options and warrants outstanding under share incentive scheme arrangements is 1,125,819,000 representing approximately 18.5 per cent. of the Company's current issued share capital. Assuming the future exercise in full of all currently outstanding options and warrants, including the Broker Warrants, and the further issuance of the second year of salaries payable in shares to Mr. Brandon and Dr. Burton, the shares arising from the exercise of all options and warrants held by Directors and employees would represent approximately 14.2 per cent. of the share capital as enlarged by the exercise of these instruments.
The notifications below, are made in accordance with the requirements of the Market Abuse Regulation, provide additional detail.
Defined terms used in this announcement have the meanings (unless the context otherwise requires) set out in the Circular dated 19 January 2021, available on the Company's website at https://www.microsaic.com/investors/documents/.
Enquiries:
Microsaic Systems plc
Glenn Tracey, CEO
Bevan Metcalf, FD
+44 (0)1483 751 577
N+1 Singer (Nominated Adviser & Joint Broker)
+44 (0)20 7496 3000
Aubrey Powell / George Tzimas (Corporate Finance)
Tom Salvesen (Corporate Broking)
Turner Pope Investments (TPI) Limited (Joint Broker)
Zoe Alexander (Corporate Broking)
Andy Thacker (Corporate Broking)
+44 (0)20 3657 0050
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Gerard Brandon
2
Reason for the notification
a)
Position/status
Non-executive Chairman
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
1. Acquisition through placing of new ordinary shares; and
2. Fees Shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) | |
| 1. | 0.1 pence | 90,000,000 (Placing) |
| 2. | 0.1 pence | 50,000,000 (Fees Shares) |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
5 February 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Nigel Burton
2
Reason for the notification
a)
Position/status
Non-executive Director
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
1. Acquisition through placing of new ordinary shares; and
2. Fees Shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) | |
| 1. | 0.1 pence | 30,000,000 (Placing) |
| 2. | 0.1 pence | 35,000,000 (Fees Shares) |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
5 February 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Glenn Tracey
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
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
Acquisition through placing of new ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 0.1 pence | 5,000,000 |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
5 February 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Bevan Metcalf
2
Reason for the notification
a)
Position/status
Finance Director
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
Acquisition through placing of new ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 0.1 pence | 10,000,000 |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
5 February 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Gerard Brandon
2
Reason for the notification
a)
Position/status
Non-executive Chairman
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Warrants over ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
Award of Warrants over ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 0.1 pence | 250,000,000 |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
5 February 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Nigel Burton
2
Reason for the notification
a)
Position/status
Non-executive Director
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Warrants over ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
Award of Warrants over ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 0.1 pence | 200,000,000 |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
5 February 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Glenn Tracey
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
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Options over ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
Award of options over ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 0.1 pence | 150,000,000 |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
5 February 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Glenn Tracey
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
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Options over ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
Cancellation of options over ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| N/A | 4,800,000 |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
4 February 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Bevan Metcalf
2
Reason for the notification
a)
Position/status
Finance Director
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Options over ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
Award of options over ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 0.1 pence | 75,000,000 |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
5 February 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Bevan Metcalf
2
Reason for the notification
a)
Position/status
Finance Director
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Microsaic Systems plc
b)
LEI
213800P1VXZSD3US5N79
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
Identification code
Options over ordinary shares of 0.01 pence each
GB00B547ZY09
b)
Nature of the transaction
Cancellation of options over ordinary shares
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| N/A | 4,620,000 |
d)
Aggregated information
- Aggregated volume
- Price
Not applicable
e)
Date of the transaction
4 February 2021
f)
Place of the transaction
Outside a trading venue
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