Company releases Mar 18, 2022
Nightingale’s Board of Directors resolved on new share-based incentive plans
Company release, 18 March 2022 at 9:45 (EET)
Based on the authorisation granted by the Extraordinary General Meeting held on 18 February 2021, Nightingale Health Plc’s (“Nightingale”) Board of Directors has resolved to launch several new stock option programs. The purpose of the stock option programs is to bind the option holders to the economic growth of Nightingale and to the development of Nightingale’s market capitalisation as well as create a long-term relationship between Nightingale and the option holders which benefits the company both economically and operationally. The maximum amount of stock options to Series B shares that can be issued pursuant to the authorisation is 19,100,000 stock options in total.
The decision of the Board of Directors included launching three different types of stock option programs: stock option program directed to management team members, stock option program connected to acquisition and stock option program for other key employees.
In all the new stock option programs, the right to subscribe for shares is earned mainly based on an increase in Nightingale’s market capitalisation. In the stock option program for management team members, approximately 10–20 percent of the stock options rights can be subscribed to shares after 12 months have passed since the beginning of the employment of the option holder, and approximately 80–90 percent of the stock option rights can be subscribed based on increase in Nightingale’s market capitalisation. In the stock option program for acquisition and stock option program for other key employees, stock option rights are fully vested based on an increase in Nightingale’s market capitalisation.
Each option right in the new option programs entitles the option holder to subscribe for one Series B share. The subscription price of each share corresponds to the subscription price in the initial public offering of Nightingale’s Series B shares, i.e., EUR 6.75 per share.
The total number of option rights that can be issued based on the new stock option programs is 4,8 million stock option rights, which entitle to subscribe for a maximum of 4,8 million Series B shares. Out of the 4,8 million option rights, 2,1 million are allocated to the management team stock option program, 200,000 stock options for the acquisition option program and 2,5 million stock options for the option program for other key employees.
The right to subscribe for shares in accordance with the terms and conditions of the new option programs is earned based on reaching the following market capitalisation steps calculated with the volume weighted average price: 500 million and 1,000 million (stock option program for other key employees), 1,000 million and 1,500 million (stock option program for acquisition) and 1,000 million, 1,250 million and 1,500 million (stock option program for management team). The share subscription period for the management team stock option program and the stock option program connected to acquisition ends on 31 May 2032 and the share subscription period for other key employees ends on 31 December 2033.
For further information, please contact:
Teemu Suna, CEO
Oaklins Merasco Ltd, tel. +358 9 6129 670
Nightingale Health is a health technology company transforming preventive care. We envisage a world that focuses on keeping people healthy rather than just treating illnesses. Our wide-ranging disease risk predictions consist of two interconnected factors: Our proprietary blood analysis technology and a large amount of data on health events. We help people make better personal health decisions and connect the health industry to offer their services for individuals’ preventative needs. By empowering the world with comprehensive health insights, we accelerate scientific discoveries, industry developments and improve personal health for everyone.