Nightingale Health’s Board of Directors resolved on new share-based incentive programs and amendments to existing incentive programs
Nightingale Health Plc
Company release
16 October 2023 at 3 p.m. EEST
Nightingale Health Plc’s (“Nightingale Health”) Board of Directors has resolved to launch stock option programs for a new board member and new management team member, in accordance with the established practice for stock option rights in these roles. The purpose of the stock option programs is to bind the option holders to the economic growth of Nightingale Health and to the development of Nightingale Health’s market capitalization as well as create a long-term relationship between Nightingale Health and the option holders which benefits the company both economically and operationally. The decision regarding the new stock option programs was done based on the authorization granted by the Extraordinary General Meeting held on 18 February 2021.
The decision included launching stock option programs for the company’s new board member Ilkka Laurila and new management team member, Chief Commercial Officer Maximilian LeRoux. In both of the new stock option programs, the right to subscribe for shares is earned mainly based on an increase in Nightingale Health’s market capitalization. In the stock option program for the management team member, approximately 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 percent of the stock option rights can be subscribed based on an increase in Nightingale Health’s market capitalization. In the stock option program for the new board member, stock option rights are fully vested based on an increase in Nightingale Health’s market capitalization.
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 is EUR 2.50 per share.
The total number of option rights that can be issued based on the new stock option programs is 1.2 million stock option rights, which entitle to subscribe for a maximum of 1.2 million Series B shares. Out of the 1.2 million option rights, half is allocated to the management team member stock option program and half to the new board member stock option program.
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 capitalization steps calculated with the volume weighted average price: 500 million and 1,000 million (stock option program for new board member) and 1,000 million, 1,250 million and 1,500 million (stock option program for management team member). The share subscription period for the stock option programs ends on 31 December 2033.
In addition to the new stock option programs, the Board of Directors resolved to change the number of the stock options for the Chair of the Board of Directors Leena Niemistö to correspond 1 per cent (previously 0.5 per cent) of the company’s shares on fully diluted basis, vesting when reaching target valuation, i.e. the company’s pre-money valuation in connection to a financing round, trade sale or IPO exceeding EUR 500 million. Additionally, the number of stock options was changed to 1 per cent (previously 0.5 per cent) of the company’s shares on fully diluted basis, vesting when reaching target valuation of EUR 1,000 million. The Board of Directors also resolved to change Board Member Timo Soininen’s stock options to apply to board membership instead of chairmanship of the board.
For further information, please contact:
Teemu Suna, CEO
ir@nightingalehealth.com
Certified advisor:
Oaklins Merasco Ltd, tel. +358 9 6129 670
About Nightingale Health
Nightingale Health is The Preventative Health Company. Staying healthy is one of the top priorities in human life. Our health has a profound impact on our quality of life, and it’s also strongly connected to the lives of those close to us. Nightingale Health enables prevention by combining the power of our in-house developed, advanced blood analysis technology with unprecedented access to global health repositories and world-leading medical research. With this combination, we go beyond the traditional healthcare and wellbeing tools: We provide the scientific connection to multiple health and disease outcomes and the ability to predict future healthy years.
Nightingale Health operates globally with a parent company in Finland and seven subsidiaries in countries such as Japan, the United States, Singapore, and the United Kingdom. Nightingale Health has customers in more than 25 countries in the healthcare and medical research sectors. The company’s technology is being used in many of the world’s leading health initiatives, such as the UK Biobank, and over 450 peer-reviewed publications validate the technology. The company’s Series B shares are listed on the First North Growth Market Finland marketplace. Read more: https://nightingalehealth.com
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