4BB 4basebio Plc

2 February 2024

4basebio PLC
("4basebio", the "Company" or the “Group”)

Long-Term Incentive Plan and Exercise of Options

Cambridge, UK, 1 February 2024 - 4basebio PLC (AIM: 4BB), an innovation driven biotechnology company enabling and accelerating development of advanced therapy medicinal products (ATMPs) through its high performant synthetic DNA products and non-viral, thermostable nucleic acid delivery platform, announces the following changes to its long-term incentive plans for directors and staff. 

4basebio has been notified that Companies under the beneficial control of Wilhelm K. T. Zours, together described as members or associates of the Deutsche Balaton Group (“DB”), a significant shareholder in 4basebio, now hold more than 50 per cent. of the voting rights in 2Invest AG, another major shareholder in 4basebio. 

These transactions have no direct impact on the operations of the Company or its subsidiaries and the acquisition of interests in 2Invest AG by DB does not increase either parties’ direct holding in 4basebio or otherwise affect the concert party which was considered to exist at the time of 4basebio’s admission to AIM.

Nevertheless, this event represents a disqualifying event for the purposes of 4basebio’s EMI option scheme, leaving option holders 90 days to exercise their share options or lose the future benefits of the EMI scheme. The Company’s remuneration committee, which includes all non-executive directors, has sought the advice of external advisers, and consulted extensively with its major shareholders, on appropriate measures.

Certain EMI option holders which include Heikki Lanckriet and David Roth, directors of the Company, will exercise options and sell part of their holding to pay for the exercise of the options.  Options over 476,735 new ordinary shares (“New Ordinary Shares”) will be exercised, raising approximately £710,000 for the Company.  The exercise of options by directors is as follows:

The Company’s Remuneration Committee has further resolved that the long-term incentivisation for senior management in the event of a future sale of the Company will comprise a cash bonus calculated as to a percentage of any future sale price achieved for the Company that exceeds £85 million.  The quantum that would be awarded to Dr Heikki Lanckriet and David Roth in the event of a sale of the Company is 0.52 per cent. and 0.44 per cent. of the sale price in excess of £85 million respectively.

In respect of the EMI disqualification event for non-senior management, the Remuneration Committee has agreed that 78,996 unapproved options at EUR€1 per new ordinary share.  The vesting criteria and exercise conditions for these additional options will mirror the existing vesting and exercise conditions of options held by those option holders.

Following the issue of the New Ordinary Shares, the issued share capital of the Company will comprise 12,796,208 ordinary shares of EUR€1 each.

A further announcement will be made following the disposal of any shares by directors.

Admission to AIM

Application will be made for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on or around 7 February 2024. The New Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission and will otherwise rank on Admission pari passu in all respects with the existing ordinary shares.

Total Voting Rights

Following Admission, the total number of ordinary shares in issue will be 12,796,208. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares with voting rights will be 12,796,208 . This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Related Party Transaction

The award of the bonuses to certain directors in the event of a future sale of the Company constitutes a related party transaction (“Transaction”) pursuant to Rule 13 of the AIM Rules for Companies.  With the exception of Dr Heikki Lanckriet and David Roth, the directors of the Company, having consulted with the Company's Nominated Adviser, Cairn Financial Advisers LLP, consider the terms of the Transaction to be fair and reasonable insofar as the Company’s shareholders are concerned.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as amended by regulation 11 of the market abuse (amendment) (EU Exit) regulations 2019/310.

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Notes to Editors

4basebio (AIM: 4BB) is a specialist life sciences group focused on therapeutic DNA for cell and gene therapies and DNA vaccines and providing solutions for effective and safe delivery of these DNA based products to patients. It is the intention of the Company to become a market leader in the manufacture and supply of high purity, synthetic DNA for research, therapeutic and pharmacological use and develop non-viral vectors for the efficient delivery of payloads. The immediate objectives of 4bb are to validate and scale its DNA synthesis and advance its collaborations to facilitate the functional validation of its DNA based products and cell and gene delivery solutions.

Forward-looking statements

This announcement may contain certain statements about the future outlook for the 4basebio.  Although the directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.