REG - RUA Life Sciences - Board Changes, Issue of Options and PDMR Dealing

Rua Life SciencesAnnouncement

19/06/2024 10:30

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RNS Number : 0577T  RUA Life Sciences PLC  19 June 2024

19 June 2024

 

RUA Life Sciences Plc

("RUA Life Sciences", the "Company" or the "Group")

 

Appointment of Non-Executive Chairman & Board Changes

Issue of Share Options and PDMR Dealing

A Restructured Board Focused on Delivery of Strategy

 

RUA Life Sciences (AIM: RUA), the holding company of a group of medical
device businesses focused on the exploitation of the world's leading long-term
implantable biostable polymer (Elast-Eon™), today provides an update on the
structure of the Board and the issue of Share Options to align and reward the
Board upon delivery of strategy.

 

Background

At the end of November last year, a Strategy Update highlighted that the key
objective of RUA was to reduce the timeframe and the funding necessary for the
business to become cash generative. This was followed by the announcement of a
successful equity issue and at the end of January with the departure of the
Group Managing Director. It was stated at the time that consideration would be
given to the appropriate longer term management structure and further
announcements would be made in due course. Over recent months, it has become
clear that a smaller, more agile executive team is allowing the business to
focus on its three key objectives to achieve cash generation earlier, to grow
and develop contract manufacture, to commercialise the heart valve leaflet
material and to partner the remaining regulatory pathway for vascular grafts.

Management Structure

After reviewing the management structure, it has been agreed that the role of
Executive Chair will be replaced by the appointment of Geoff Berg, a current
non-executive director as Non-Executive Chairman. Additionally, Bill Brown
will assume a new role within RUA as Chief Executive working closely with
Lachlan Smith who continues as Chief Financial Officer but assuming a wider
role covering a number of additional operational areas.

Over the past few years, in anticipation of concluding graft development
in-house, a number of roles were created, and systems introduced to reflect
the needs of a larger organisation. A process of streamlining the management
structure has now concluded with the benefit of considerable cost savings
together with much improved lines of communication.

 

Issue of Share Options

The Company has granted options over 3,650,000 ordinary shares of £0.05 to
Directors and other members of staff under the Company's Share Option Plans.
Following the issuance of these share options, the Company will have 5,625,603
shares under option being 9 % of the issued share capital of the Company.

 

The Options have been awarded as follows:

 Name             Number of New Options Granted                               Scheme

 William Brown                          1,400,000                             EMI
 Lachlan Smith                          1,200,000                             EMI
 John McKenna                               225,000                           EMI
 Geoff Berg                                 225,000                           Unapproved
 John Ely                                   150,000                           Unapproved
 Ian Ardill                                 150,000                           Unapproved
 Other Employees                            300,000                           EMI

 TOTAL            3,650,000

 

The options have an exercise price of 11 pence per share, representing a
premium to the closing mid-market price per ordinary share on the day
preceding the grant of these options. The vesting terms of all options issued
have been simplified to reflect the objective of incentivising management to
grow shareholder value. All outstanding Options shall be exercisable on the
expiry of the period of 3 years from the Date of Grant, with the usual
acceleration of vesting in the event of a takeover prior to the final vesting
date. Additionally, if a return of capital is proposed at an amount per share
that is greater than the exercise price per share of these options, they will
vest immediately prior to such return of capital to allow option holders to
participate.

 

 

The information communicated in this announcement contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU) No.
596/2014.

 

For further information contact:

 

 

 RUA Life Sciences

 Bill Brown, CEO                                                       Tel: +44 (0)1294 317073

 Lachlan Smith, CFO                                                    Tel: +44 (0)1294 317073

 Cavendish Capital Markets                                             Tel: +44 (0)20 7220 0500
 Limited

 (Nominated Adviser and Broker)

 Giles Balleny/Dan Hodkinson (Corporate Finance)

 Charlie Combe (Broking)

 Michael Johnson (Sales)

 

 

 About RUA Life Sciences

 

The RUA Life Sciences group was created in April 2020 when RUA Life
Sciences Plc (formerly known as AorTech International Plc) acquired RUA
Medical Devices Limited to create a fully formed medical device
business. RUA Life Sciences is the holding company of the Group's four
trading businesses, each exploiting the Group's patented polymer technology.

 

Our vision is to improve the lives of millions of patients by enabling medical
devices with Elast-Eon(TM), the world's leading long-term implantable
polyurethane. Whether it is licensing Elast-Eon(TM), manufacturing a device or
component, or developing next generation medical devices, a RUA Life
Sciences business is pursuing our vision.

 

Elast-Eon™'s biostability is comparable to silicone while exhibiting
excellent mechanical, blood contacting and flex-fatigue properties. These
polymers can be processed using conventional thermoplastic extrusion and
moulding techniques. With over 8 million implants and 15 years of successful
clinical use, RUA's polymers are proven in long-term life enabling
applications.

 

The Group's four business units are:

 

 RUA Contract Manufacture:  End-to-end contract developer and manufacturer of medical devices and
                            implantable fabric specialist.

 RUA Biomaterials:          Licensor of Elast-Eon(TM) polymers to the medical device industry.

 RUA Vascular:              Commercialisation of open surgical vascular grafts and patches

 RUA Structural Heart:      Development of polymeric leaflet systems for heart valves.

 

 

                           Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
                           596/2014
 1                                               Details of the person discharging managerial responsibilities/person closely
                                                 associated
 a.  Name                                                              1.   William Brown

                                                                       2.   Lachlan Smith

                                                                       3.   John McKenna

                                                                       4.   Geoff Berg

                                                                       5.   John Ely

                                                                       6.   Ian Ardill
 2   Reason for notification
 a.  Position/Status                                                   1.   Chief Executive Officer

                                                                       2.   Chief Financial Officer

                                                                       3.   Director of Clinical Marketing

                                                                       4.   Non-Executive Chair

                                                                       5.   Non-Executive Director

                                                                       6.   Non-Executive Director

 b.  Initial notification/                                             Initial Notification

     Amendment
 3                                               Details of the issuer, emission allowance market participant, auction
                                                 platform, auctioneer or auction monitor
 a.  Name                                                              Rua Life Sciences Plc
 b.  LEI                                                               213800BMVB22PVOJ9Z28
 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       Options over Ordinary Shares of £0.05 each

Identification Code

                                                                       N/A
 b.  Nature of the transaction                                         Grant of options under the Company's share option schemes
 c.  Price(s) and volume(s)                                                                      Exercise Price(s)                                                        Volume(s)
                                                 1.                    11 pence                                        1,400,000

     2.                                                                11 pence                                        1,200,000
                                                 3.                    11 pence                                            150,000
                                                 4.                    11 pence                                            225,000
                                                 5.                    11 pence                                            150,000
                                                 6.                    11 pence                                            150,000

 d.  Aggregated information

     - Aggregated Volume                                               See above

     - Price
 e.  Date of the transaction                                           18 June  2024
 f.  Place of the transaction                                          Outside a trading venue

 

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