PAR Pre-AGM Update
Released
Released
Announcement PDF
ASX RELEASE
20 November 2023
PARADIGM PRE-AGM UPDATE
Paradigm Biopharmaceuticals Ltd (ASX:PAR) (“Paradigm” or “the Company”), a
late-stage drug development company focused on delivering new therapies to address
unmet medical needs, is pleased to provide the following update to shareholders in the
lead up to the Annual General Meeting (AGM) on 29 November 2023.
Independent Non-Executive Chairperson & Non-Executive Director search.
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In accordance with best practice corporate governance, the Board of Directors has
engaged a global recruitment firm to commence a search for an Independent
Chairperson appropriate to assist the Company through to the completion of PAR’s
late-stage clinical trials and regulatory approvals and commercialisation.
Mr Paul Rennie will remain as Executive Chairman until a suitable appointment is
ready to be announced. Mr Paul Rennie will then continue the role of Managing
Director, focusing on the licensing and commercial activities of the Company. The
Board of Directors looks forward to updating shareholders on this process.
Helen Fisher has informed the Board that due to increased demands on her time,
she will resign from the Paradigm Board on the appointment of a replacement
suitable Non-Executive Director, in order to focus on her other commitments going
forward.
In light of this, the Board is commencing a search for an Independent NonExecutive Director with commercial experience and financial expertise.
Paradigm Executive Chairman, Mr Paul Rennie, has voluntarily agreed to a salary
reduction of 20% with effect from 1 December 2023 to drive enhanced alignment
with shareholders.
Performance rights aligned with shareholder value creation and returns.
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In Paradigm’s Notice of Annual General Meeting 1, the Board of Directors has
proposed resolutions 5 and 6 to approve the issue of performance rights to Mr Paul
Rennie and Dr Donna Skerrett under the Company’s Employee Performance Right
Plan (shareholder approval of the Plan is sought under resolution 4 in the
Company’s Notice of AGM). The independent directors consider that, in view of
the vesting conditions being directly aligned with shareholder interests, these
financial incentives are an appropriate incentive for key management personnel.
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The vesting conditions required for the performance rights over the measurement
period are as follows: 2
100% Vesting:
Notice Of Annual General Meeting ASX released on 25 October 2023.
Vesting Conditions will be measured at the Vesting date defines as three (3) years from the Grant Date (expected
in January 2024).
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2
1. Shareholder Target: A minimum Total Shareholder Return (TSR)
representing a compounded annual growth rate (CAGR) of 40% per
annum; 3 AND
2. Employee Target: Current employment by Paradigm as at the vesting date
with acceptable employee performance over the period as assessed
according to the Company’s performance management system; AND
3. Company Target: Successful completion of PAR’s iPPS Phase 3 trial in
Osteoarthritis (defined as having met clinical primary endpoints) AND has
filed a New Drug Application with the U.S. FDA.
Achievement of the Shareholder Target would be expected to result in a share price return
of approximately 174% over the measurement period. 4 Should the Shareholder Target
not be met; no performance rights will vest.
50% Vesting:
Performance rights are eligible to vest at 50% should the Shareholder Target (as per
above) AND Employee Target (as per above) be achieved AND Paradigm has
successfully completed its Phase 3 trial in OA and has met its primary endpoints but has
NOT filed a New Drug Application with the U.S. FDA.
Stretch Targets:
Should 100% of performance rights vest, ‘stretch’ targets resulting in additional
performance rights include:
1. A binding, exclusive licence, and supply agreement with one or more third parties
for iPPS for OA in China subject to an upfront payment of at least A$30m; OR
2. A binding, exclusive licence and supply agreement is achieved with one or more
third parties for iPPS for MPS; OR
3. The Company receives Provisional Approval from the Australian TGA covering
iPPS for OA.
These cumulative targets, if achieved, are expected to deliver a substantial increase in
shareholder value, thereby representing a win-win for both shareholders and company
management.
The Performance Rights were objectively benchmarked against independent data found
in the AON Redford survey, based on the roles and responsibilities of the senior
executives.
-Ends-
Total Shareholder Return is calculated as change in Share Price from the Grant Date to the Vesting Date plus any
shareholder distributions, if applicable.
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With nil shareholder distributions applicable.
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About Paradigm Biopharmaceuticals Ltd.
Paradigm Biopharmaceuticals Ltd. (ASX:PAR) is a late-stage drug development
company driven by a purpose to improve patients’ health and quality of life by discovering,
developing, and delivering pharmaceutical therapies. Paradigm’s current focus is
developing injectable (subcutaneous) pentosan polysulfate sodium (iPPS) for the
treatment of diseases where inflammation plays a major pathogenic role, indicating a
need for the anti-inflammatory and tissue regenerative properties of iPPS, such as in
osteoarthritis (phase 3) and mucopolysaccharidosis (phase 2).
Forward Looking Statements
This Company announcement contains forward-looking statements, including statements
regarding anticipated commencement dates or completions dates of preclinical or clinical
trials, regulatory developments, and regulatory approval. These forward-looking
statements are not guarantees or predictions of future performance, and involve known
and unknown risks, uncertainties, and other factors, many of which are beyond our
control, and which may cause actual results to differ materially from those expressed in
the statements contained in this presentation. Readers are cautioned not to put undue
reliance on forward-looking statements. To learn more please visit:
https://paradigmbiopharma.com
Approved for release by the Paradigm Board of Directors.
FOR FURTHER INFORMATION PLEASE CONTACT:
Simon White
Director of Investor Relations
Tel: +61 404 216 467
Paradigm Biopharmaceuticals Ltd
ABN: 94 169 346 963
Level 15, 500 Collins St, Melbourne, VIC, 3000, AUSTRALIA
Email: investorrelations@paradigmbiopharma.com
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