Posting of Circular and Notice of General Meeting
Posting of Circular and Notice of General Meeting
Cambridge, 13 August 2019: Further to its announcement on 12 August 2019, Feedback plc (AIM: FDBK, "Feedback" or the "Company"), the specialist medical imaging technology company, announces that it will hold a general meeting of the Company at 1.00 p.m. on 29 August 2019, at the offices of Peterhouse Capital Limited at 80 Cheapside, London EC2V 6EE.
The Company has today posted to its shareholders a circular containing a notice convening the General Meeting (the "Circular"), the purpose of which is to explain to Shareholders the background to and reasons for the Placing and the Subscription and to seek their approval of the resolutions to be proposed at the General Meeting. The Circular will be available on the Company's website, www.fbkmed.com, shortly.
Further re. Proposed Grant of Options
As previously announced, the Board intends to grant Tom Oakley, CEO of Feedback, options over 13,498,748 new Ordinary Shares ("CEO Options"), representing 2.5 per cent. of the Company's issued share capital as enlarged by the Placing and Subscription. The CEO Options will be exercisable at the Issue Price of 1.2 pence and will vest over three years from the date of the grant. The grant of the CEO Options will be subject to shareholder approval at the General Meeting and, if approved, will be granted to the extent possible pursuant to the EMI Option Scheme and any balance will be granted pursuant to the Non Tax-Advantaged Option Scheme.
Should the resolution regarding the grant of the CEO Options be approved by shareholders at the General Meeting, Tom Oakley will hold options over 22,820,829 Ordinary Shares, equivalent to 4.23 per cent. of the Company's issued share capital, as enlarged by the Placing and the Subscription.
Clarification re. the amendment to the Company's Option Schemes
Further to the Company's announcement on 12 August 2019, the Board wishes to clarify information provided regarding the Company's existing option schemes. The Company stated in yesterday's announcement that its EMI Option Scheme contains a limit on the number of options that can be granted under the EMI Option Scheme, in a 10-year period of 10 per cent. of the issued share capital at the time of grant, including options that have since lapsed or been exercised.
It has subsequently come to the Company's attention that the 10 per cent. limit on the number of options that can be granted in a 10-year period relates to the aggregate number of options granted under the EMI Option Scheme and the Non Tax-Advantaged Option Scheme (the "Company's Option Schemes") in a 10-year period, excluding options that were granted in the period and have subsequently lapsed.
On this basis, including the proposed grant of options to Tom Oakley mentioned above, a total of 8.91 per cent. of the Company's enlarged issued share capital will have been granted under option under the Company's Option Schemes, in the last 10-year period (excluding options that were granted in such period and have subsequently lapsed). Accordingly, subject to shareholder approval at the General Meeting, the Board intends to amend the Company's Option Schemes to increase the number of options that can be granted during the 10-year period from 10 per cent. to 12.5 per cent of the Company's issued share capital at the time of the grant.
Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the section headed 'Definitions' in the Company's announcement of 12 August 2019.
Tom Oakley, CEO
Lindsay Melvin, CFO
+44 (0)1954 718072
Allenby Capital Limited (Nominated Adviser)
David Worlidge / Asha Chotai
+44 (0)20 3328 5656
Peterhouse Capital Limited (Joint Broker)
Lucy Williams / Duncan Vasey
+44 (0)20 7469 0936
Stanford Capital Partners Limited (Joint Broker)
Patrick Claridge / John Howes
+44 20 3815 8880
Rozi Morris/ Deborah Bell/ Phillip Marriage
+44 (0)20 7457 2020
About Feedback plc
Feedback plc (AIM: FDBK) is a specialist medical imaging technology company providing innovative software and systems, through its fully-owned trading subsidiary, Feedback Medical Limited. Its products advance the work of radiologists, clinicians and medical researchers by improving workflows and giving unique insights into diseases, particularly cancer. Feedback Medical works with customers globally from headquarters in the internationally renowned scientific hub of Cambridge, UK. Its proprietary technologies are TexRAD®, the quantitative texture analysis tool and Cadran, a picture archiving communication system (PACS). For more information, see www.fbkmed.com/
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