Cambridge Cognition Holdings plc
("Cambridge Cognition" or the "Company")
Grant of Options
Cambridge Cognition Holdings plc (AIM: COG), which develops and markets digital solutions to assess brain health, announces that on 15 December 2023, the Company granted options ("Options") over a total of 1,012,465 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") pursuant to the Company's 2022 Long Term Incentive Plan ("LTIP").
Of these Options:
1. Options in respect of 411,449 Ordinary Shares were granted to Persons Discharging Managerial Responsibilities ("PDMRs") as follows:
| Name | Role | Number of Ordinary Shares over which Options Granted | Total number of Ordinary Shares over which Options held following Grant | Total number of Ordinary Shares held | Percentage of Current Issued Share Capital Held |
| Matthew Stork | Chief Executive Officer | 190,839 | 1,185,197 | 161,450 | 0.46% |
| Stephen Symonds | Chief Financial Officer | 158,778 | 311,449 | 32,950 | 0.09% |
| Ricky Dolphin | Chief Technology Officer | 61,832 | 282,359 | 119,534 | 0.34% |
2. Options in respect of 601,016 Ordinary Shares were granted to other employees of the Company.
The Options granted to the PDMRs are in each case "performance share awards" that are exercisable at a price of 1 pence per Ordinary Share from three years following the date of award until the tenth anniversary of the date of award, subject to continued service and to the extent to which challenging performance conditions are achieved.
Under the terms of the aforementioned performance conditions, one-half of each of the Options is subject to sliding scale compound annual growth rate targets for adjusted revenue over the three year period ending 31 December 2025, the other half of each of the Options is subject to a sliding scale measure of relative total shareholder performance over a three year period that commenced on the grant of the Options.
The Options granted to others (save for one more performance share award) are exercisable at a price of 1 pence per Ordinary Share from two and a half years following the date of award until the tenth anniversary of the date of award, and will vest subject to continued service (so called 'restricted share awards').
The LTIP has scope to grant both EMI awards and non-EMI awards and was recently adopted by the Board. The terms of the LTIP align to best practice expectations, including as leaver terms and malus and clawback provisions.
Following the grant of Options, the total number of options outstanding over unissued Ordinary Shares is 3,311,573 representing approximately 9.47% of the Company's issued share capital.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Names | Matthew Stork - Chief Executive Officer Stephen Symonds - Chief Financial Officer Ricky Dolphin - Chief Technology Officer |
| 2. | Reason for the Notification | |
| a) | Position/status | See 1(a) above for positions - all classified as PDMRs of the Company |
| b) | Initial notification/ Amendment | Initial Notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Cambridge Cognition Holdings plc |
| b) | LEI | 213800SZKDIN122EPA96 |
| 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 | In each case, the grant of Options over Ordinary Shares on 15 December 2023
|
| Identification code | GB00B8DV9647 | |
| b) | Nature of the transaction | Grant of Options over Ordinary Shares each with an exercise price of 1 pence per Ordinary Share
|
| c) | Price(s) and volume(s) | Price: n/a Volumes: Matthew Stork - Options over 190,839 Ordinary Shares Stephen Symonds - Options over 158,778 Ordinary Shares Ricky Dolphin - Options over 61,832 Ordinary Shares |
| d) | Aggregated information: · Aggregated volume · Price |
411,449 |
| e) | Date of the transaction | 15 December 2023 |
| f) | Place of the transaction | Outside a trading venue |
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
Enquiries
| Cambridge Cognition Holdings plc | |
| Matthew Stork, Chief Executive Officer Stephen Symonds, Chief Financial Officer | Tel: 01223 810 700 |
| | |
| Panmure Gordon (UK) Ltd (NOMAD and Joint Broker) |
Tel: 020 78862500 |
| Freddy Crossley / Emma Earl / Mark Rodgers | (Corporate Advisory) |
| Rupert Dearden | (Corporate Broking) |
| Dowgate Capital Limited (Joint Broker) David Poutney/ James Serjeant | Tel: 020 3903 7715 (Corporate Broking) |
| | |
| Hudson Sandler (Financial PR and IR) | Tel: 020 7796 4133 |
| Dan de Belder/Hattie Dreyfus | |
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