TIDMUPR
RNS Number : 3596I
Uniphar PLC
02 December 2022
Uniphar plc announces new Share Option Plan for Executive
Directors and Senior Management
Dublin, London |2 December 2022: Uniphar plc (the "Company")
today announces the adoption of the 2022 Uniphar Share Option Plan
and the grant of share options to the Executive Directors.
On 21 November 2022, on the recommendation of the Remuneration
Committee, the Board of Directors of Uniphar (the " Board ")
approved the closure of the 2021 Share Option Plan (the " 2021 Plan
") to new entrants and the adoption of a new share option plan for
the period 2022 - 2026 (the " 2022 Plan ") for eligible employees,
including the Executive Directors. Under the 2022 Plan, there is a
reserve of an additional 5% of the issued share capital of the
Company, which is incremental to the unallocated reserve from the
2021 Plan (which had an initial reserve of 2.5% of the issued share
capital of the Company and, at the time of closure of that Plan,
awards in respect of 0.4% of the issued share capital of the
Company had been granted).
The Executive Directors' existing share-based incentives under
the 2018 Long Term Incentive Plan (the " 2018 LTIP ") were awarded
prior to the Company's IPO in 2019 and took the form of issued
ordinary shares. As the awards under the 2018 Long Term Incentive
Plan were issued prior to IPO in 2019, there has been no dilutive
impact on the Company's issued share capital from the Executive
Directors' share-based incentivisation since IPO.
The Remuneration Committee and the Board believe that the
introduction of the 2022 Plan is necessary in order to ensure
alignment of incentives for Executive Directors and senior
management with the interests of shareholders. In particular, in
relation to the Executive Directors, it is noted that the
performance conditions applicable to their awards under the 2018
LTIP were fully satisfied in July 2021 (achieving a share price
level of EUR3.30 following an IPO price of EUR1.15) and the service
condition applicable to their awards is due to be satisfied on 31
December 2024.
Executive Director Awards
Awards under the 2022 Plan take the form of options to subscribe
for new ordinary shares in the Company. The share options granted
to the Executive Directors, as notified below, have been granted as
conditional awards and will vest on 31 December 2026, subject to
the grantee's continued service and the Remuneration Committee's
assessment of the extent to which the applicable performance
condition has been satisfied. The performance condition is linked
to Total Shareholder Return (" TSR ") (based on the average closing
trading price per ordinary share in the 30-day period prior to 31
December 2026 against the exercise price as shown below, and
inclusive of any dividends in the period) on a sliding scale basis
where TSR of >=70% will see 100% of the awards vest and TSR of
<50% would see no awards vest.
These share options expire on 30 November 2032, being ten years
from the date of grant (30 November 2022), have an exercise price
of EUR3.48 per ordinary share, and vest on 31 December 2026 subject
to satisfaction of the vesting conditions outlined above. Given the
TSR condition, the earliest date on which the share options awarded
to the Executive Directors can be dilutive is 31 December 2026. The
Board has no current intention to make any further awards to the
Executive Directors under the 2022 Plan.
Full details of the options granted are set out below and
further details in relation to the 2022 Plan will be contained in
the Company's 2022 Annual Report.
Total interests Total interests Number of Total number Total interests
in shares in shares share options of share in shares (including
prior to prior to granted options issued shares
this notification this notification held following and options)
as % of this notification following this
Company's notification
issued share
capital
Ger Rabbette 8,003,310 2.93% 4,000,000 4,000,000 12,003,310
------------------- ------------------- --------------- ------------------- ----------------------
Tim Dolphin 5,586,322 2.05% 2,700,000 2,700,000 8,286,322
------------------- ------------------- --------------- ------------------- ----------------------
Notification of Transactions by Persons Discharging Managerial
Responsibilities and Persons Closely Associated with them
[This form is required for disclosure of transactions under
Article 19 of Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse
(Market Abuse Regulation)]
1 Details of the person discharging managerial responsibilities/person
closely associated
=== =============================================================================
a) Name Gerard Rabbette
===================== ======================================================
2 Reason for the notification
=============================================================================
a) Position/status Person discharging managerial responsibility:
Chief Executive Officer
===================== ======================================================
b) Initial Notification Initial notification
Amendment
===================== ======================================================
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
=============================================================================
a) Name Uniphar plc
===================== ======================================================
b) LEI 21380028LJSQGRUAX965
===================== ======================================================
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 Ordinary shares of EUR0.08 each
of the financial
instrument, ISIN: IE00BJ5FQX74
type of
instrument
Identification
code
===================== ======================================================
b) Nature of Grant of 4,000,000 share options under the
the transaction 2022 Uniphar Share Option Plan
===================== ======================================================
c) Price(s) and Price(s) Volume(s)
volume(s) EUR3.48 (exercise price) 4,000,000 share options
========================
===================== ======================================================
d) Aggregated Aggregated volume Aggregated price
information 4,000,000 EUR3.48 (exercise price)
- Aggregated =========================
volume
- Price
===================== ======================================================
e) Date of the 30 November 2022
transaction
===================== ======================================================
f) Place of the Euronext Dublin
transaction
===================== ======================================================
g) Additional
Information
===================== ======================================================
Notification of Transactions by Persons Discharging Managerial
Responsibilities and Persons Closely Associated with them
[This form is required for disclosure of transactions under
Article 19 of Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse
(Market Abuse Regulation)]
1 Details of the person discharging managerial responsibilities/person
closely associated
=== =============================================================================
a) Name Tim Dolphin
===================== ======================================================
2 Reason for the notification
=============================================================================
a) Position/status Person discharging managerial responsibility:
Chief Financial Officer
===================== ======================================================
b) Initial Notification Initial notification
Amendment
===================== ======================================================
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
=============================================================================
a) Name Uniphar plc
===================== ======================================================
b) LEI 21380028LJSQGRUAX965
===================== ======================================================
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 Ordinary shares of EUR0.08 each
of the financial
instrument, ISIN: IE00BJ5FQX74
type of
instrument
Identification
code
===================== ======================================================
b) Nature of Grant of 2,700,000 share options under the
the transaction 2022 Uniphar Share Option Plan
===================== ======================================================
c) Price(s) and Price(s) Volume(s)
volume(s) EUR3.48 (exercise price) 2,700,000 share options
========================
===================== ======================================================
d) Aggregated Aggregated volume Aggregated price
information 2,700,000 EUR3.48 (exercise price)
- Aggregated =========================
volume
- Price
===================== ======================================================
e) Date of the 30 November 2022
transaction
===================== ======================================================
f) Place of the Euronext Dublin
transaction
===================== ======================================================
g) Additional
Information
===================== ======================================================
For further details contact:
Uniphar +353 (0) 1 428 7777
Allan Smylie
------------------------------
Head of Strategy and IR investor.relations@Uniphar.ie
------------------------------
Davy (Joint Corporate Broker, Nominated
Adviser and Euronext Growth Listing
Sponsor) +353 (0) 1 679 6363
------------------------------
Barry Murphy
------------------------------
Niall Gilchrist
------------------------------
Lauren O'Sullivan
------------------------------
RBC Capital Markets (Joint Corporate
Broker) +44 (0) 20 7653 4000
------------------------------
Jonathan Hardy
------------------------------
Jamil Miah
------------------------------
Stifel Nicolaus Europe Limited (Joint
Corporate Broker) +44 (0) 20 7710 7600
------------------------------
Matt Blawat
------------------------------
Ben Maddison
------------------------------
Francis North
------------------------------
Q4 PR +353 (0) 1 475 1444
or
------------------------------
(Public Relations Adviser to Uniphar) +353 87 235 6461
------------------------------
Iarla Mongey
------------------------------
About Uniphar plc
Headquartered in Dublin, Ireland, the Uniphar Group is an
international diversified healthcare services business servicing
the requirements of more than 200 multinational pharmaceutical and
medical technology manufacturers across three divisions -
Commercial & Clinical, Product Access and Supply Chain &
Retail. The Group is active in Ireland, the UK, Europe, the US and
Australia.
The Company's vision is to improve patient access to
pharmaco-medical products and treatments by enhancing connectivity
between manufacturers and healthcare stakeholders. Uniphar
represents a strong combination of scale, growth, and
profitability.
Commercial & Clinical
In Commercial & Clinical, the Group provides outsourced
sales, marketing & distribution solutions to multinational
pharmaceutical and medical device manufacturers. Active in Ireland,
the UK, Benelux, the Nordics, Germany and the US, the Group is
growing with its clients to provide pan-European solutions, with a
targeted service offering in the US. Uniphar has built fully
integrated digitally enabled customer centric solutions that are
supported by our highly experienced and clinically trained teams,
leveraging our digital technology and insights which allows us to
deliver consistently exceptional outcomes for our clients.
Product Access
In Product Access, the Group is growing two distinct service
offerings: 1) "On Demand", which are pharmacy led solutions for
sourcing and supplying unlicensed medicines to meet the needs of
both retail and hospital pharmacists; and 2) "Exclusive Access",
which are manufacturer led solutions for controlling the release of
speciality medicines for specifically approved patient populations
in agreed markets. The Group currently delivers product access
solutions on a global basis.
Supply Chain & Retail
Uniphar is an established market leader in Ireland with c. 53%
market share in the wholesale/hospital market, supported by a
network of 381 owned, franchised and symbol group pharmacies. The
business supports the diverse customer base through the provision
of strong service levels coupled with innovative commercial
initiatives. Supply Chain & Retail is an Irish only business
for the Group, although the manufacturer relationships and
infrastructure are also utilised for the benefit of the Commercial
& Clinical and Product Access divisions
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END
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