Grant of Options
Cambridge Cognition Holdings Plc
("Cambridge Cognition" or the "Company")
Grant of Options
Cambridge Cognition Holdings plc (AIM: COG), which develops and markets digital solutions to assess brain health, announces that on 25 July 2022, the Company granted options ("Options") over a total of 871,432 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") pursuant to the Company's 2022 Long Term Incentive Plan ("LTIP").
Of these Options:
1. Options in respect of 558,699 Ordinary Shares were granted to Persons Discharging Managerial Responsibilities ("PDMRs") as follows;
Number of Ordinary Shares over which Options Granted
Total number of Ordinary Shares over which Options held following Grant
Total number of Ordinary Shares held
Percentage of Current Issued Share Capital Held
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Chief Operating Officer
Chief Commercial Officer
2. Options in respect of 289,444 Ordinary Shares were granted to other employees of the Company.
The Options granted to the PDMRs are in each case "performance share awards" that are exercisable at a price of 1 pence per Ordinary Share from three years following the date of award until the tenth anniversary of the date of award, subject to continued service and to the extent to which challenging performance conditions are achieved.
Under the terms of the aforementioned performance conditions, one-half of each of the Options is subject to sliding scale compound annual growth rate targets for adjusted revenue over the three year period ending 31 December 2024, the other half of each of the Options is subject to a sliding scale measure of relative total shareholder performance over a three year period that commenced on the grant of the Options.
The Options granted to others (save for one more performance share award) are exercisable at a price of 1 pence per Ordinary Share from three years following the date of award until the tenth anniversary of the date of award, and will vest subject to continued service (so called 'restricted share awards').
The LTIP has scope to grant both EMI awards and non-EMI awards and was recently adopted by the Board. The terms of the LTIP align to best practice expectations, including as leaver terms and malus and clawback provisions.
Following the grant of Options, the total number of options outstanding over unissued Ordinary Shares is 3,398,522 representing approximately 10.9% of the Company's issued share capital.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
Details of the person discharging managerial responsibilities / person closely associated
Matthew Stork - Chief Executive Officer
Stephen Symonds - Chief Financial Officer
Ricky Dolphin - Chief Technology Officer
Fiona Cree - Chief Operating Officer
Richard Cooper - Chief Commercial Officer
Reason for the Notification
See 1(a) above for positions - all classified as PDMRs of the Company
Initial notification/ Amendment
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Cambridge Cognition Holdings Plc
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
Description of the Financial instrument, type of instrument
In each case, the grant of Options over Ordinary Shares on 25 July 2022
Nature of the transaction
Grant of Options over Ordinary Shares each with an exercise price of 1 pence per Ordinary Share
Price(s) and volume(s)
Matthew Stork - Options over 171,297 Ordinary Shares
Stephen Symonds - Options over 152,671 Ordinary Shares
Ricky Dolphin - Options over 74,427 Ordinary Shares
Fiona Cree - Options over 74,427 Ordinary Shares
Richard Cooper - Options over 85,877 Ordinary Shares
· Aggregated volume
Date of the transaction
25 July 2022
Place of the transaction
Outside a trading venue
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
Cambridge Cognition Holdings PLC
Matthew Stork, Chief Executive Officer
Stephen Symonds, Chief Financial Officer
Tel: 01223 810 700
Panmure Gordon (UK) Ltd
(NOMAD and Joint Broker)
Tel: 020 78862500
Freddy Crossley / Emma Earl / Mark Rodgers
Dowgate Capital Limited (Joint Broker)
David Poutney/ James Serjeant
Tel: 020 3903 7715
IFC Advisory Limited (Financial PR and IR)
Tel: 020 3934 6630
Tim Metcalfe/ Graham Herring/ Zach Cohen