19 June 2024
RUA Life Sciences Plc
("RUA Life Sciences", the "Company" or the "Group")
Appointment of Non-Executive Chairman & Board Changes
Issue of Share Options and PDMR Dealing
A Restructured Board Focused on Delivery of Strategy
RUA Life Sciences (AIM: RUA), the holding company of a group of medical device businesses focused on the exploitation of the world's leading long-term implantable biostable polymer (Elast-Eon™), today provides an update on the structure of the Board and the issue of Share Options to align and reward the Board upon delivery of strategy.
Background
At the end of November last year, a Strategy Update highlighted that the key objective of RUA was to reduce the timeframe and the funding necessary for the business to become cash generative. This was followed by the announcement of a successful equity issue and at the end of January with the departure of the Group Managing Director. It was stated at the time that consideration would be given to the appropriate longer term management structure and further announcements would be made in due course. Over recent months, it has become clear that a smaller, more agile executive team is allowing the business to focus on its three key objectives to achieve cash generation earlier, to grow and develop contract manufacture, to commercialise the heart valve leaflet material and to partner the remaining regulatory pathway for vascular grafts.
Management Structure
After reviewing the management structure, it has been agreed that the role of Executive Chair will be replaced by the appointment of Geoff Berg, a current non-executive director as Non-Executive Chairman. Additionally, Bill Brown will assume a new role within RUA as Chief Executive working closely with Lachlan Smith who continues as Chief Financial Officer but assuming a wider role covering a number of additional operational areas.
Over the past few years, in anticipation of concluding graft development in-house, a number of roles were created, and systems introduced to reflect the needs of a larger organisation. A process of streamlining the management structure has now concluded with the benefit of considerable cost savings together with much improved lines of communication.
Issue of Share Options
The Company has granted options over 3,650,000 ordinary shares of £0.05 to Directors and other members of staff under the Company's Share Option Plans. Following the issuance of these share options, the Company will have 5,625,603 shares under option being 9 % of the issued share capital of the Company.
The Options have been awarded as follows:
| Name | Number of New Options Granted | Scheme |
| | | |
| William Brown | 1,400,000 | EMI |
| Lachlan Smith | 1,200,000 | EMI |
| John McKenna | 225,000 | EMI |
| Geoff Berg | 225,000 | Unapproved |
| John Ely | 150,000 | Unapproved |
| Ian Ardill | 150,000 | Unapproved |
| Other Employees | 300,000 | EMI |
| | | |
| TOTAL | 3,650,000 | |
The options have an exercise price of 11 pence per share, representing a premium to the closing mid-market price per ordinary share on the day preceding the grant of these options. The vesting terms of all options issued have been simplified to reflect the objective of incentivising management to grow shareholder value. All outstanding Options shall be exercisable on the expiry of the period of 3 years from the Date of Grant, with the usual acceleration of vesting in the event of a takeover prior to the final vesting date. Additionally, if a return of capital is proposed at an amount per share that is greater than the exercise price per share of these options, they will vest immediately prior to such return of capital to allow option holders to participate.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
For further information contact:
| RUA Life Sciences Bill Brown, CEO Lachlan Smith, CFO |
Tel: +44 (0)1294 317073 Tel: +44 (0)1294 317073
|
| Cavendish Capital Markets Limited (Nominated Adviser and Broker) Giles Balleny/Dan Hodkinson (Corporate Finance) Charlie Combe (Broking) Michael Johnson (Sales) | Tel: +44 (0)20 7220 0500
|
About RUA Life Sciences
The RUA Life Sciences group was created in April 2020 when RUA Life Sciences Plc (formerly known as AorTech International Plc) acquired RUA Medical Devices Limited to create a fully formed medical device business. RUA Life Sciences is the holding company of the Group's four trading businesses, each exploiting the Group's patented polymer technology.
Our vision is to improve the lives of millions of patients by enabling medical devices with Elast-EonTM, the world's leading long-term implantable polyurethane. Whether it is licensing Elast-EonTM, manufacturing a device or component, or developing next generation medical devices, a RUA Life Sciences business is pursuing our vision.
Elast-Eon™'s biostability is comparable to silicone while exhibiting excellent mechanical, blood contacting and flex-fatigue properties. These polymers can be processed using conventional thermoplastic extrusion and moulding techniques. With over 8 million implants and 15 years of successful clinical use, RUA's polymers are proven in long-term life enabling applications.
The Group's four business units are:
| RUA Contract Manufacture: | End-to-end contract developer and manufacturer of medical devices and implantable fabric specialist.
|
| RUA Biomaterials: | Licensor of Elast-EonTM polymers to the medical device industry.
|
| RUA Vascular: | Commercialisation of open surgical vascular grafts and patches
|
| RUA Structural Heart: | Development of polymeric leaflet systems for heart valves. |
| | Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | | ||||||||
| 1 | | Details of the person discharging managerial responsibilities/person closely associated | | |||||||
| a. | Name | 1. William Brown 2. Lachlan Smith 3. John McKenna 4. Geoff Berg 5. John Ely 6. Ian Ardill | | |||||||
| 2 | Reason for notification |
|
| | ||||||
| a. | Position/Status | 1. Chief Executive Officer 2. Chief Financial Officer 3. Director of Clinical Marketing 4. Non-Executive Chair 5. Non-Executive Director 6. 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 | Rua Life Sciences Plc | | |||||||
| b. | LEI | 213800BMVB22PVOJ9Z28 | | |||||||
| 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 | Options over Ordinary Shares of £0.05 each
N/A | | |||||||
| b. | Nature of the transaction | Grant of options under the Company's share option schemes | | |||||||
| c. | Price(s) and volume(s) |
| | Exercise Price(s) | Volume(s) | | | |||
|
| 1. | 11 pence | 1,400,000 | | | |||||
| 2. | 11 pence | 1,200,000 | | | ||||||
|
| 3. | 11 pence | 150,000 | | | |||||
|
| 4. | 11 pence | 225,000 | | | |||||
|
| 5. | 11 pence | 150,000 | | | |||||
|
| 6. | 11 pence | 150,000 | | | |||||
|
| | |||||||||
| d. | Aggregated information - Aggregated Volume - Price |
See above | | |||||||
| e. | Date of the transaction | 18 June 2024 | | |||||||
| f. | Place of the transaction | Outside a trading venue | | |||||||
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
