Greencare Capital - Corporate Update and Grant of Options
RNS Number : 4081O
Greencare Capital PLC
29 May 2020
 

 

29 May 2020

Greencare Capital plc

 

("Greencare" or the "Company")

 

Corporate update and grant of options

 

Greencare Capital plc is pleased to provide the following corporate update and also to announce that it has adopted an unapproved share option scheme ("Scheme") and made a grant of options to directors.

 

Corporate update

 

At the time of admission to AQSE Growth Market ("Admission"), the Company advised that it was exploring a number of opportunities and it had progressed one such investment to the position that the Directors were hopeful that an investment could be made shortly after Admission, subject to appropriate due diligence.  

 

The Covid-19 pandemic has, understandably, impacted the rate of progress the Company has been able to make with advancing its pipeline of investment opportunities. The Company, however, remains in discussion with its principal and other target investee companies and, as lockdown restrictions are being eased across Europe, it expects to resume substantive discussions with a view to making its first investment in the coming months. 

 

Options Scheme and Grant of Options

 

As anticipated in the Company's Admission Document, the Company has adopted the Scheme to incentivise management performance for the benefit of all shareholders by way of options which are subject to time and performance conditions.

 

The terms of the Scheme provide that the Company can award options over ordinary shares up to a maximum of 200 per cent. of an employee's annual salary.  The Scheme provides that a maximum of 10 per cent. of the Company's issued share capital in aggregate, from time to time, may be issued under this plan without the prior approval of shareholders of the Company. The exercise period for options granted under the Scheme is three years from the date of grant.

 

Vesting criteria for options granted under the Scheme are as follows:

 

Amount Vesting

Time Condition

Performance Condition

50 per cent. ("Tranche One")

On the business day following the first financial year end following the date of grant

 

the NAV on the Tranche One Vesting Date not being less than the NAV on the Grant Date

50 per cent. ("Tranche two")

On the business day following the second financial year end following the date of grant

the NAV on the Tranche Two Vesting Date being a minimum of 10% higher than the NAV on the Grant Date

 

Vesting conditions may be varied or waived provided that any varied vesting condition shall be a fairer measure of performance, as judged at the time, and no more difficult to satisfy than the original vesting condition. The Scheme provides good leaver provisions and other standard terms normally associated with such a scheme.

 

The Company has granted the following options under the Scheme:

 

Option holder

 

Number of

Options granted

Exercise Price

Options Granted as Percentage of Issued Share Capital on Admission

Fabio Carretta

218,182

27.5p

1.8%

Guy Winterflood

174,545

27.5p

1.4%

Nicholas Lee

174,545

27.5p

1.4%

Total

567,272

 

4.6%

 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").

 

The directors of the Company take responsibility for this announcement.

 

Greencare Capital plc

Fabio Carretta

 

+39 345 23 59 968

Cairn Financial Advisers LLP

AQSE Corporate Adviser

Jo Turner / James Lewis

 

+44 20 7213 0885

 

 

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities / person closely associated with them.

 

 

1.

Details of the person discharging managerial responsibilities/person closely associated

a)

 

 Name

 

 

1.    Fabio Carretta

CEO

2.    Guy Winterflood

Non-executive director

3.    Nicholas Lee

Non-executive director

 

2.

Reason for the notification

a)

Position/status

As above

b)

Initial notification/Amendment

Initial Notification

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Greencare Capital plc

b)

LEI

213800E5Z6QRDSMZMK84

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

Options

b)

Identification code

GB00BJBYK814

c)

Nature of the transactions

Grant of Options

d)

Price(s) and volume(s)

 

Amount

Price

1.    218,182

27.5p

2.    174,545

27.5p

3.    174,545

27.5p

 

e)

Aggregated information

-     Aggregated volume

-     Price

 

Price(s)

Volume(s)

567,272

 

27.5p

 

f)

Date of the transactions

29 May 2020

g)

Place of the transactions

AQSE Growth Market, UK

 


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