25  Options and warrants over shares of Sinclair Pharma plc

The Company has issued share options and warrants to directors and employees of the Group. Share options have been issued from the Sinclair Pharma plc 2003 Enterprise Management Incentive Scheme (“2003 scheme”) which was approved by the board on 18 November 2003. Under this scheme the Company can grant both qualifying options (EMI options) and unapproved options over ordinary 1p shares in the Company. During the year, the Company also issued Performance Share Awards under the 2003 Executive Incentive Plan (EIP). The scheme rules for each of these schemes are summarised in the Directors Remuneration Report.

The Company has also issued Replacement warrants, New warrants, Consultant warrants and Interests in ordinary shares to certain directors, employees and consultants subject to various conditions as set out in the Directors Remuneration Report.

Consultant warrants

Consultant warrants have been granted to subscribe for ordinary shares to certain consultants (‘Consultant warrants’). These warrants are exercisable at any time but will lapse on the earlier of:

• The tenth anniversary of the date of grant;
• 12 months after the death of a warrant holder;
• The cessation of a consulting contract
• Bankruptcy of the warrant holder; or
• Subject to the discretion of the Board.

All ordinary shares issued under a Consultant warrant will rank pari passu with all other ordinary shares then in issue other than in relation to dividends, which have a record date prior to the date of issue. There are no performance conditions relating to Consultant warrants.

The Company has also issued warrants to GEM Global Yield Fund Limited (“GEM warrants”) to subscribe for ordinary 1p shares in the Company. GEM warrants vest immediately and can be exercised for a period of five years from the date of grant.

The number of shares subject to options, warrants, performance share awards and interests in shares at 30 June 2009, the date of grant and periods in which they may be exercised are given below.

Date of grant

Exercise

Price

Outstanding at

30 June 2009

Outstanding at

30 June 2008

Exercise period

Share Options

1 May 2001

67p

15,000

31,200

10 December 2003-

30 April 2011

10 December 2003

115p

729,000

738,000

10 December 2003-

9 December 2013

20 October 2004

94.5p

181,924

196,358

20 October 2007-

19 October 2014

1 June 2005

115p

37,500

37,500

1 June 2008-

31 May 2015

6 October 2005

115p

30,000

30,000

6 October 2008-

5 October 2015

4 October 2006

101p

1,607,120

1,818,022

4 October 2009-

3 October 2016

Performance share awards

25 July 2007

1p

1,407,975

1,764,647

25 July 2010-N/A*

9 December 2008

1p

5,011,480

–

9 December 2011-N/A*

Replacement warrants

3 December 2003

1p

4,200,000

4,200,000

3 December 2003-

2 December 2013

3 December 2003

67p

75,000

75,000

3 December 2003-

2 December 2013

3 December 2003

 133p

75,000

75,000

3 December 2003-

2 December 2013

New warrants

3 December 2003

1p

627,900

627,900

3 December 2003-

2 December 2013

3 December 2003

67p

11,214

11,214

3 December 2003-

2 December 2013

3 December 2003

133p

11,214

11,214

3 December 2003-

2 December 2013

Consultant warrants

31 May 2001

133p

53,815

53,815

10 December 2003-

30 April 2011

3 December 2003

115p

600,000

 600,000

10 December 2003-

2 December 2013

Interests in shares

3 December 2003

115p

1,431,129

1,431,129

3 December 2003-

2 December 2013

ICL warrants

1 December 2005

187.5p

–

127,677

1 December 2005-

30 November 2008

30 March 2006

187.5p

–

236,400

30 March 2006-

29 March 2009

GEM warrants

15 May 2009

37.2p

900,000

–

15 May 2009-

14 May 2014

17,005,271

12,065,076

* Shares subject to performance share awards will be issued to holders of such awards immediately upon satisfaction of the performance criteria, subject to the holder agreeing to pay the 1p per share nominal value if new shares are issued.