11 March 2024
Creo Medical Group plc
("Creo" the "Company" or the "Group")
LTIP Awards
Creo Medical Group plc (AIM: CREO), the medical device company focused on the emerging field of minimally invasive surgical endoscopy for pre-cancer and cancer patients, announces that, pursuant to the Company's Long Term Incentive Plan ("LTIP"), the Directors set out below ("Participants") were granted an interest over an aggregate of 6,633,898 ordinary shares ("LTIP Shares") of 0.1 pence each in the capital of the Company ("Ordinary Shares"). The grant comprises 3,091,525 LTIP Shares in respect of each Participant's 2022 performance (the "2022 LTIP grant") and 3,542,373 LTIP Shares based on future performance conditions, measured over a three-year period commencing on 1 January 2023 (the "2023 LTIP grant").
Background
As detailed in the Remuneration Report in the Company's 2022 annual report and accounts, LTIP awards have been historically based on pre-grant performance conditions on the same basis as the annual bonus. In the same report, the Remuneration Committee set out its intention to incorporate, in addition to continued service, forward-looking performance targets as conditions for vesting. This change reflects feedback received from shareholders and represents a natural evolution of the LTIP plan as the Company enters a full commercial phase. 2023 represents a transition year in the implementation of the new LTIP criteria. As such, the 2022 LTIP grant is being made in respect of the Participant's performance against objectives in 2022 and represents 95% of salary. The 2023 LTIP is a forward-looking award equivalent to 100% of salary in line with the Company's policy, which will vest subject to performance conditions from threshold target levels to stretch target levels in respect of revenue, cashflow and TSR measured over a three-year period commencing 1 January 2023.
Ordinary shares held by the trustee ("Trustee") of the Company's Employee Benefit Trust ("EBT") will be used to satisfy the exercise of these LTIP Shares.
| Director | Position | Aggregate LTIP Shares |
| Craig Gulliford | Chief Executive Officer | 2,020,339 |
| Chris Hancock | Chief Technology Officer | 1,426,949 |
| Richard Rees David Woods | Chief Finance Officer Chief Commercial Officer
| 1,441,525 1,745,085 |
The LTIP is structured as a joint share ownership plan whereby the Participant and the Trustee jointly own the beneficial interest of the LTIP Shares. The Participant is entitled to any value above the hurdle price of £0.90 per share and the Trustee entitled to all value below the hurdle price. The Participant has also been granted an option to acquire the Trustee's beneficial interest in the LTIP Shares, which is exercisable three years and three months after the acquisition date (subject to remaining in eligible employment) and followed by a three-month holding period.
Enquiries:
| Creo Medical Group plc | |
| Richard Rees (CFO) | +44 (0)1291 606 005 |
| | |
| Cavendish Capital Markets Limited | +44 (0)20 7397 8900 |
| Stephen Keys / Camilla Hume (NOMAD) | |
| Michael Johnson (Sales) | |
| | |
| Deutsche Numis (Joint Broker) Freddie Barnfield / Duncan Monteith / Euan Brown | +44 (0)20 7260 1000 |
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| Walbrook PR | Tel: +44 (0)20 7933 8780 or creo@walbrookpr.com |
| Paul McManus / Sam Allen Phillip Marriage | Mob: +44 (0)7980 541 893 / +44 (0)7502 558 258 +44 (0)7867 984 082 |
About Creo Medical
Creo Medical is a medical device company focused on the development and commercialisation of minimally invasive electrosurgical devices, bringing advanced energy to endoscopy.
The Company's vision is to improve patient outcomes through the development and commercialisation of a suite of electrosurgical medical devices, each enabled by CROMA, powered by Kamaptive. The Group has developed the CROMA powered by Kamaptive full-spectrum adaptive technology to optimise surgical capability and patient outcomes. Kamaptive is a seamless, intuitive integration of multi-modal energy sources, optimised to dynamically adapt to patient tissue during procedures such as resection, dissection, coagulation and ablation of tissue. Kamaptive technology provides clinicians with increased flexibility, precision and controlled surgical solutions. CROMA currently delivers bipolar radiofrequency ("RF") energy for precise localised cutting and focused high frequency microwave ("MW") energy for controlled coagulation and ablation via a single accessory port. This technology, combined with the Group's range of patented electrosurgical devices, is designed to provide clinicians with flexible, accurate and controlled clinical solutions. The Directors believe the Company's technology can impact the landscape of surgery and endoscopy by providing a safer, less-invasive and more cost-efficient option for procedures.
For more information, please refer to the website www.creomedical.com
The following notifications are intended to satisfy the Company's obligations under Article 19(3) of EU Regulation No 596/2014 (the Market Abuse Regulation).
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a) | Name | 1. Craig Gulliford 2. Chris Hancock 3. Richard Rees 4. David Woods
| |||
| 2 | Reason for the notification | ||||
| a) | Position/status | 1. Chief Executive Officer 2. Chief Technology Officer 3. Chief Finance Officer 4. Chief Commercial Officer
| |||
| b)
| Initial notification /Amendment | Initial notification | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Creo Medical Group plc | |||
| b) | LEI | 213800H188ZDCWWXFA21 | |||
| 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 £0.001 each | |||
| | | ||||
| Identification code | GB00BZ1BLL44 | ||||
| | | ||||
| b) | Nature of the transaction | Allocation of Ordinary Shares under the Creo Medical Group plc LTIP 2022 and 2023
| |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) pence | Volume(s) | | |
| | | 1. nil 2. nil 3. nil 4. nil | 1. 2,020,339 2. 1,426,949 3. 1,441,525 4. 1,745,085
| | |
| | | | | | |
| d) | Aggregated information | | |||
| | | ||||
| - Aggregated volume | N/A - single transaction | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e) | Date of the transaction | 11 March 2024 | |||
| f) | Place of the transaction | Off market | |||
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