Shareholder Philippe Wolgen's Performance Rights Schedule - Nov 2019 AGM

macgyver

Well-known member
Schedule A – Performance Conditions
Description of Performance ConditionsPerformance Rights
PC1Executive management and staff succeeding in steering the Company to a:
  1. (i) Market capitalisation of a minimum A$1,700,000,000 - as measured by a minimum of 15 trading days
    during the vesting period - 10% of the performance rights under PC1 shall vest,
  2. (ii) Market capitalisation of a minimum A$2,100,000,000 - as measured by a minimum of 15 trading days
    during the vesting period - 15% of the performance rights under PC1 shall vest,
(iii) Market capitalisation of a minimum A$2,700,000,000 - as measured by a minimum of 15 trading days
during the vesting period - 25% of the performance rights under PC1 shall vest,
(iv) Market capitalisation of a minimum A$5,000,000,000 - as measured by a minimum of 15 trading days
during the vesting period - 25% of the performance rights under PC1 shall vest,
(v) Market capitalisation of a minimum A$7,500,000,000 - as measured by a minimum of 15 trading days
during the vesting period - 25% of the performance rights under PC1 shall vest.
To achieve these targets within the vesting period, the Company must generate returns over a minimum of 15 trading days well above the performance of global biotech indices over a similar period, such as the Nasdaq Biotech Index which performed 30.32% over 5 years (ending June 2019) and 5.54% on an annualized basis over the same period.
Only in case of a recession in the country of the Company’s primary market exchange (recession defined by a contraction of gross domestic product for 2 consecutive quarters) when the Company’s market capitalisation may be adversely impacted by market conditions outside management control, that the market capitalisation targets defined in PC1 (i) to (v) above will be replaced by the following performance targets:
  1. (i) The Company’s growth in share price outperforms either the Nasdaq Biotech Index or ASX Healthcare Index for 1 quarter - after the country has entered a recession - by more than 3.0%, 10% of the performance rights under PC1 shall vest,
  2. (ii) The Company’s growth in share price outperforms either the Nasdaq Biotech Index or ASX Healthcare Index for 1 quarter - after the country has entered a recession - by more than 4.0%, 15% of the performance rights under PC1 shall vest,
(iii) The Company’s growth in share price outperforms either the Nasdaq Biotech Index or ASX Healthcare Index for 1 quarter - after the country has entered a recession - by more than 5.0%, 25% of the performance rights under PC1 shall vest,
(iv) The Company’s growth in share price outperforms either the Nasdaq Biotech Index or ASX Healthcare Index for 1 quarter - after the country has entered a recession - by more than 7.0%, 25% of the performance rights under PC1 shall vest,
(v) The Company’s growth in share price outperforms either the Nasdaq Biotech Index or ASX Healthcare Index for 1 quarter - after the country has entered a recession - by more than 9.0%, 25% of the performance rights under PC1 shall vest.
450,000
PC2
  1. (i) Upon quarterly reporting of A$60 million in cash and cash equivalents held for 2 consecutive quarters, 15% of PC2 shall vest,
  2. (ii) Upon quarterly reporting of A$70 million in cash and cash equivalents held for 2 consecutive quarters, a further 20% of PC2 shall vest,
  3. (iii) UponquarterlyreportingofA$80millionincashandcashequivalentsheldfor2consecutivequarters, a further 30% of PC2 shall vest,
  4. (iv) Upon quarterly reporting of more than A$150 million in cash and cash equivalents held for 2 consecutive quarters, a further 35% of PC2 will be achieved.
Dividends paid out during the vesting period shall be added back to the calculation of the cash reserves. At any time during the vesting period, the ratio between cash and cash equivalents internally generated from the Company’s operations and any debt and/or equity financing which increases cash and cash equivalents must be at minimum 2:3 ratio for any of the 4 performance targets under PC2 to be achieved.
105,000
9
PC3Successful acquisition of a business entity, defined by:
  1. (i) The acquired entity must have generated sales revenue within 6 months of transaction, 50% of PC3
    shall vest,
  2. (ii) CUV Group becomes or remains profitable within 3 years (plus variability of one year) of transaction
    as measured by two successive quarters reporting profitability of the two or more combined entities, 50% of PC3 shall vest.
For PC3 to be achieved, the acquisition must be considered synergistic to the Company’s business operations at the time of acquisition.
105,000
PC4
  1. (i) Upon receipt of first US revenues under the US post-marketing authorization for SCENESSE®, 34% of PC4 shall vest,
  2. (ii) US revenues in year 2 to exceed revenues by a minimum of 10% in year 1, a further 33% of PC4 shall vest,
  3. (iii) US revenues greater than US$10,000,000 in a 12 month period leads to vesting of 33% of PC4.
87,500
PC5
  1. (i) Market launch of first non-pharmaceutical (‘OTC’) product(s) line developed by the VALLAURIX subsidiary entity,15% of PC5 shall vest,
  2. (ii) Total revenues from OTC product lines developed by the VALLAURIX subsidiary entity achieving greater than A$250,000 in accumulated gross sales, a further 30% of PC5 shall vest,
  3. (iii) First topical melanogenic formulation to be used either in animal or in human testing, a further 25% of PC5 shall vest,
  4. (iv) Upon the completion of the first clinical study of a SCENESSE® paediatric formulation (being the completion of a final clinical study report), a further 30% of PC5 shall vest.
175,000
PC6
  1. (i) Upon start (being the closure of recruitment period) of a Phase IIb vitiligo study in North America, 20% of PC6 shall vest,
  2. (ii) Upon disclosure to the securities exchange of the results to the Phase IIb vitiligo study in North America, 20% of PC6 shall vest,
  3. (iii) After the completion of the Phase IIb vitiligo study in North America and prior to the subsequent Phase IIb/III study, upon holding a Type-C meeting (FDA) and acceptance of study protocol for the Phase IIb/III vitiligo study in North America, a further 20% of PC6 shall vest,
  4. (iv) Upon start (being the closure of recruitment period) of the subsequent Phase IIb/III vitiligo study in North America, a further 20% of PC6 shall vest,
  5. (v) Upon disclosure to the securities exchange of the results to the subsequent Phase IIb/III vitiligo study in North America, 20% of PC6 shall vest.
The performance conditions listed in PC6 (i) to (v) above will be considered met if management is able to advance SCENESSE® or any other molecule or product to the same clinical stages in an indication other than vitiligo.
262,500
PC7
  1. (i) Upon the regulatory submission to either of EMA, FDA, TGA, PMDA and Swissmedic to approve SCENESSE® or any other molecule or product enhancing the pharmaceutical product, 25% of PC7 shall vest,
  2. (ii) Upon the regulatory approval by either of EMA, FDA, TGA, PMDA and Swissmedic of SCENESSE® or any other molecule constituting a successful evaluation of a scientific dossier, a further 75% of PC7 shall vest.
212,500
PC8The Board to use its discretion to award performance rights depending on the extraordinary nature of the corporate event(s) achieved and the significant impact on Company's value. It is not certain that these performance rights will be issued during the fixed term of the Conditional Rights Plan, and hence these need to be regarded as a reserve pool enabling the Company to grant in the event of exceptional and unexpected performances which was unanticipated at the time of business planning.
These corporate events shall include, but are not limited to, business generation in new markets without the Company engaging in merger and acquisition activity.
116,250
 

macgyver

Well-known member
Addition to thread of an estimation of when performance rights will vest, c/o @polyphemus.

PC1 is not included here as the performance targets for PC1 are yet to be determined due to the ambiguous wording of the clauses in the article. Refer to the Performance Rights table posted above in this thread for details.

PC-2 105000To ensure prudent financial management for further Company growth
15750(i) Upon quarterly reporting of A$60 million in cash held for 2 consecutive quarters, 15% of PC2 shall vest,100%Q4 20
21000(ii) Upon quarterly reporting of A$70 million in cash held for 2 consecutive quarters, a further 20% of PC2 shall vest,100%Q1 21
31500(iii) Upon quarterly reporting of A$80 million in cash and held for 2 consecutive quarters, a further 30% of PC2 shall vest100%Q1 21 Size of Trials impact reserves but cashflow should cover
36750(iv) Upon quarterly reporting of more than A$150 million in cash held for 2 consecutive quarters, a further 35% of PC2 will be achieved.50%Size of Trials impact reserves. Buy out of cosmetic capability will cost.
PC3 - 105000To diversify the Company whilst maintaining profitability
Successful acquisition of a business entity, defined by:
52500(i) The acquired entity must have generated sales revenue within 6 months of transaction, 50% of PC3 shall vest,100%Acquired entity will be OTC cosmetics. I wonder whos'?
52500(ii) CUV Group becomes or remains profitable within 3 years (plus variability of one year) of transaction as measured by two successive quarters reporting profitability of the two or more combined entities, 50% of PC3 shall vest.100%
For PC3 to be achieved, the acquisition must be considered synergistic to the Company’s business operations at the time of acquisition.
PC4 - 87500To increase the revenue base
29750(i) Upon receipt of first US revenues under the US post-marketing authorization for SCENESSE®, 34% of PC4 shall vest,100%Completed April 2020
28875(ii) US revenues in year 2 to exceed revenues by a minimum of 10% in year 1, a further 33% of PC4 shall vest,100%Will be achieved in Jul-Sep qtr 2020
28875(iii) US revenues greater than US$10,000,000 in a 12 month period leads to vesting of 33% of PC4.100%Will be achieved in Oct-Dec qtr 2020
PC5 - 175000To build further value from internal product development
26250(i) Market launch of first non-pharmaceutical (‘OTC’) product(s) line developed by the VALLAURIX subsidiary entity,15% of PC5 shall vest,100%Q2 21
52500(ii) Total revenues from OTC product lines developed by the VALLAURIX subsidiary entity achieving greater than A$250,000 in accumulated gross sales, a further 30% of PC5 shall vest,100%Q3 21
43750(iii) First topical melanogenic formulation to be used either in animal or in human testing, a further 25% of PC5 shall vest,100%Completed - see pipeline - all are at Phase 1
52500(iv) Upon the completion of the first clinical study of a SCENESSE® paediatric formulation (being the completion of a final clinical study report), a further 30% of PC5 shall vest.50%Tougher than it looks due to ethics
PC6 - 262500To expand its existing pharmaceutical product into a new market and increase commercial opportunities
52500(i) Upon start (being the closure of recruitment period) of a Phase IIb vitiligo study in North America, 20% of PC6 shall vest,100%Should occur Q1 21
52500(ii) Upon disclosure to the securities exchange of the results to the Phase IIb vitiligo study in North America, 20% of PC6 shall vest,100%Should occur Q3 21
52500(iii) After the completion of the Phase IIb vitiligo study in North America and prior to the subsequent Phase IIb/III study, upon holding a Type-C meeting (FDA) and acceptance of study protocol for the Phase IIb/III vitiligo study in North America, a further 20% of PC6 shall vest,100%Prenumbra will win in XP
52500(iv) Upon start (being the closure of recruitment period) of the subsequent Phase IIb/III vitiligo study in North America, a further 20% of PC6 shall vest,100%Prenumbra will win in XP
52500(v) Upon disclosure to the securities exchange of the results to the subsequent Phase IIb/III vitiligo study in North America, 20% of PC6 shall vest.100%Prenumbra will win in XP
The performance conditions listed in PC6 (i) to (v) above will be considered met if management is able to advance SCENESSE® or any other molecule or product to the same clinical stages in an indication other than vitiligo
PC7 - 212500To expand new products in new or existing markets and increase potential revenue base
53125(i) Upon the regulatory submission to either of EMA, FDA, TGA, PMDA and Swissmedic to approve SCENESSE® or any other molecule or product enhancing the pharmaceutical product, 25% of PC7 shall vest,100%Completed TGA submitted
159375(ii) Upon the regulatory approval by either of EMA, FDA, TGA, PMDA and Swissmedic of SCENESSE®or any other molecule constituting a successful evaluation of a scientific dossier, a further 75% of PC7 shall vest.100%TGA should approve in Oct 20
PC8 - 116250To incentivize and reward for unanticipated commercial opportunities which are demonstrably value accretive
116250These corporate events shall include, but are not limited to, business generation in new markets without the Company engaging in merger and acquisition activity.100%OTC cosmetic is planned/ scenesse into middle east and ROW
 

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