Novacyt
S.A.
("Novacyt", the "Company" or
the "Group")
Long Term Incentive Plan
2024 Performance Share Awards
Paris, France, and
Eastleigh and Manchester, UK - 23 April 2024 - Novacyt S.A.
(EURONEXT GROWTH: ALNOV; AIM: NCYT), an international molecular
diagnostics company with a broad portfolio of integrated
technologies and services, announces that it has made an allocation
of share options as part of its Long Term Incentive Plan
("LTIP").
Shareholders approved the issue of options over new
ordinary shares of €1/15 each in the Company to employees at the
Company's combined general meeting held on 18 October 2021. Under
the terms of the LTIP, the Board may determine the percentage award
for each qualifying executive each year. The Board may, at its
absolute discretion, decide to reduce the total number of shares
held under an award and/or seek to recover from a participant,
shares and/or cash that has already vested, been paid and/or been
acquired on the exercise of an option.
2024 Performance Share Awards
The 2024 Performance Share Awards
(structured as nil-cost options1) are being made
to the executive management team only, which currently
comprises five members. The performance shares will vest ("Vest")
subject to the Company achieving Total Shareholder Return ("TSR")
growth conditions in a three financial year period which began on 1
January 2024 (the "Performance Period") as follows:
|
TSR
Growth
|
%
of the Performance Share Award that may Vest
|
|
Less than 10% p.a.
|
Nil
|
|
Equal to 10% p.a.
|
25%
|
|
Greater than 10% p.a. but less than
30% p.a.
|
Pro-rata between 25% and 100% on a
straight-line basis
|
|
Equal to or greater than 30%
p.a.
|
100%
|
The baseline for TSR is based on the
average closing price of the Company's shares in December 2023,
which was £0.63. This will then be compared to the equivalent
figure in December 2026.
Regardless of the extent to which
the TSR growth condition has been satisfied, the Performance Share
Awards shall not Vest unless the Board, in its absolute discretion
and acting fairly and reasonably, determines that the underlying
financial performance of the Company over the Performance Period
has been satisfactory. For these purposes, the Board may have
regard to and consider any information, key performance indicators,
events or circumstances that the Board considers
appropriate.
Once vested, a Performance Share
Award shall normally remain exercisable up until the tenth
anniversary of the date of grant (22 April 2034).
The participants will normally be
required to hold 50% of vested shares (less any shares sold to pay
any tax liability) for a minimum period of one year after the
vesting date.
The Performance Share Awards
allocated to the executive team, which represent 3.17% of the
current issued share capital are as follows:
|
Participants
|
LTIP Award
|
|
#
Shares
|
|
Lyn Rees
|
Chief Executive Officer (effective 1
May) *
|
946,475
|
|
Steve Gibson
|
Chief Financial Officer
**
|
391,645
|
|
Joanna Mason
|
Chief Scientific Officer
|
465,078
|
|
Peter Coyne
|
Chief Operations Officer
|
244,778
|
|
Wendy Cox
|
Director of HR
|
190,927
|
|
|
|
Total
|
2,238,903
|
|
|
|
| |
* Lyn Rees is a member of the
Novacyt Board.
** Steve Gibson is
a member of the Novacyt Board, subject to shareholder approval at
the Company's Annual General Meeting.
[1] "nil-cost
option" means a right to acquire a specified number of shares at a
nil exercise price per share in accordance with the rules, governed
by sections L-225-197-1 and seq. of the French Commercial Code
(actions gratuites);
Contacts
|
Novacyt SA
|
https://novacyt.com/investors
|
|
James McCarthy, Acting Chief
Executive Officer
|
Via Walbrook
PR
|
|
Steve Gibson, Chief Financial
Officer
|
|
|
SP
Angel Corporate Finance LLP (Nominated Adviser and
Broker)
|
+44 (0)20
3470 0470
|
|
Matthew Johnson / Charlie Bouverat
(Corporate Finance)
Vadim Alexandre / Rob Rees
(Corporate Broking)
|
|
|
|
|
|
Deutsche Numis (Joint
Broker)
|
+44 (0)20
7260 1000
|
|
Freddie Barnfield / Duncan Monteith
/ Michael Palser
|
|
|
|
|
|
Allegra Finance (French Listing Sponsor)
Rémi Durgetto / Yannick
Petit
|
+33 (1) 42 22 10 10
r.durgetto@allegrafinance.com
/ y.petit@allegrafinance.com
|
|
|
|
|
Walbrook PR
(Financial PR & IR)
Stephanie Cuthbert / Paul McManus
/
Phillip Marriage / Alice
Woodings
|
+44 (0)20
7933 8780 or novacyt@walbrookpr.com
+44
(0)7796 794 663 / +44 (0)7980 541 893
+44
(0)7867 984 082 / +44 (0)7407 804 654
|
|
|
|
|
| |
About Novacyt Group (www.novacyt.com)
Novacyt is an international
molecular diagnostics company providing a broad portfolio of
integrated technologies and services, primarily focused on the
delivery of genomic medicine. The Company develops, manufactures, and commercialises a range of
molecular assays and instrumentation to deliver workflows and
services that enable seamless end-to-end solutions from sample to
result across multiple sectors including human health, animal
health and environmental.
The Company is divided into three
business segments:
|
Clinical
|
Broad portfolio of human clinical in vitro diagnostic products,
workflows and services focused on three therapeutic areas:
·
Reproductive Health: NIPT, Cystic Fibrosis and
other rapid aneuploidy tests
·
Precision Medicine: DPYD genotyping
assay
·
Infectious Diseases: Winterplex, multiplex winter
respiratory PCR panel
|
|
Instrumentation
|
Portfolio of next generation size selection DNA
sample preparation platforms and rapid PCR
machines, including:
·
Ranger® Technology: automated DNA sample
preparation and target enrichment technology
MyGo: real-time quantitative PCR
(qPCR) instruments
|
|
Research Use Only
|
Range of services for the research industry:
· Design,
manufacture, and supply of high-performance qPCR assays and
workflows for use in human health, agriculture, veterinary and
environmental, to support global health organisations and the
research industry
·
Pharmaceutical research services: whole genome sequencing (WGS) /
whole exome sequencing (WES)
|
Novacyt is headquartered in Vélizy
in France with offices in the UK (in Stokesley, Eastleigh and
Manchester), Taipei, Singapore, the US and Canada and has a
commercial presence in over 65 countries. The Company is listed on
the London Stock Exchange's AIM market ("NCYT") and on the Paris
Stock Exchange Euronext Growth ("ALNOV").
For more information, please refer
to the website: www.novacyt.com
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
1. Lyn
Rees
2. Steve
Gibson
3. Joanna
Mason
4. Peter
Coyne
5. Wendy
Cox
|
|
2.
|
Reason for the
Notification
|
|
a)
|
Position/status
|
1.
Chief Executive Officer (effective 1
May)
2. Chief Financial
Officer
3. Chief
Scientific Officer
4. Chief
Operations Officer
5.
Director of HR
|
|
b)
|
Initial notification/
Amendment
|
Initial Notification
|
|
3.
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Novacyt S.A.
|
|
b)
|
LEI
|
213800BWAC2BF295EG28
|
|
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 €1/15
each
|
|
|
Identification code
|
FR0010397232
|
|
b)
|
Nature of the transaction
|
Performance Share Awards 2024
allocated under LTIP
|
|
c)
|
Price(s) and volume(s)
|
|
|
Price
|
Volume
|
|
1.
|
NIL
|
946,475
|
|
2.
|
NIL
|
391,645
|
|
3.
|
NIL
|
465,078
|
|
4.
|
NIL
|
244,778
|
|
5.
|
NIL
|
190,927
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
|
|
Price
|
Volume
|
|
1.
|
NIL
|
946,475
|
|
2.
|
NIL
|
391,645
|
|
3.
|
NIL
|
465,078
|
|
4.
|
NIL
|
244,778
|
|
5.
|
NIL
|
190,927
|
|
|
e)
|
Date of the transaction
|
22 April 2024
|
|
f)
|
Place of the transaction
|
Off Market
|