TIDMEAAS
RNS Number : 4297A
eEnergy Group PLC
22 January 2024
22 January 2024
eEnergy Group plc
("eEnergy" or "the Company")
New Share Incentive and Bonus Awards
Related Party Transaction
The Board of eEnergy Group plc (AIM: EAAS), the net zero energy
services provider, today announces the implementation of new share
incentive awards ("New Awards") under the new eEnergy Group plc
2024 Share Option Plan to retain and incentivise key management
personnel. The New Awards will work alongside the existing
Management Incentive Plan ("2020 MIP") implemented and announced in
July 2020.
In mid-2023, the independent Non-executive Directors recognised
the need to restructure the Company's existing equity incentive
structure to ensure it remained effective and appropriate in the
light of the prevailing circumstances, and outlook. The economic
terms of the New Awards were agreed in principle during the Summer,
taking into account the Company's share price which was below 5p at
that time. The Company has not, however, been in a position to
implement the New Awards until today due to being in closed periods
for the majority of that time.
The New Awards are being made to four Directors of the Company,
as detailed below, together with an amount reserved for several
members of the senior management team expected to be allocated in
the coming weeks. The New Awards are subject to achieving a minimum
vesting threshold share price of 9.32p. The share price performance
target will be tested three years from award in January 2027, by
reference to the average closing mid-price over the prior 30 days
and would vest at that time only to the extent the share
performance targets had been met.
The terms of the existing 2020 MIP awards, which reward
shareholder value creation delivered in the four years following
grant in July 2020, remain unchanged. Harvey Sinclair, David
Nicholl and Andrew Lawley hold awards under the 2020 MIP. Any
awards which vest under the 2020 MIP will reduce the number of New
Awards for those awardees that could vest on a one-for-one basis.
The New Awards therefore represent the maximum total awards under
both schemes. The total number of awards under all schemes that
could vest is capped at 14.0% of the enlarged shares following
issue.
The New Awards are subject to malus and clawback provisions. The
number of options over which awards vest may be reduced by the
Board if it fairly and reasonably considers that the level of
vesting is not justified by the underlying financial performance of
the Company. On a change of control, the Remuneration Committee
(excluding any awardees) will determine the level of any vesting
based on the extent to which any exercise conditions for
individuals have been met.
The number of New Awards being made to Directors of the Company
are set out in the table below. The share price targets range from
threshold vesting at 9.32p with maximum vesting at 18.4p with
straight-line vesting between agreed midpoints.
9.32p
Number of New (minimum 18.40p (maximum
Awards vesting) 13.00p 15.80p award)
Harvey Sinclair 18,130,000 22,500,000 25,800,000 28,080,000
---------- ---------- ---------- ----------------
Crispin Goldsmith* 6,000,000 7,500,000 8,000,000 8,000,000
---------- ---------- ---------- ----------------
Andrew Lawley 2,780,000 3,400,000 4,000,000 5,500,000
---------- ---------- ---------- ----------------
David Nicholl 2,780,000 3,400,000 4,000,000 5,500,000
---------- ---------- ---------- ----------------
Other employees
(to be allocated) 3,270,000 7,160,000 9,170,000 9,170,000
---------- ---------- ---------- ----------------
Total 32,960,000 43,960,000 50,970,000 56,250,000
---------- ---------- ---------- ----------------
* in respect of Crispin Goldsmith's New Awards, 3,350,000 awards
are EMI-qualifying with the balance being non EMI-qualifying.
In addition, it is intended that, subject to completion of the
sale of the Energy Management Services division, announced earlier
today, one-off success bonuses will be awarded to Harvey Sinclair
and Crispin Goldsmith in the amounts of GBP285,000 and GBP200,000,
respectively ("Transaction Bonuses"). These amounts include any
discretionary performance bonuses payable for the 6-month period to
December 2023.
Related Party Transaction
The New Awards to Harvey Sinclair, Crispin Goldsmith, Andrew
Lawley and David Nicholl and Transaction Bonuses to Harvey Sinclair
and Crispin Goldsmith are considered to be related party
transactions for the purposes of Rule 13 of the AIM Rules. Nigel
Burton and Gary Worby, who are members of the Remuneration
Committee, will not receive New Awards, and do not participate in
the 2020 MIP and will not receive a Transaction Bonus and are
therefore considered to be independent directors for this purpose,
consider, having consulted with the Company's nominated adviser,
Strand Hanson Limited, that the terms of the New Awards and
Transaction Bonuses to the above Directors are fair and reasonable
insofar as the shareholders of eEnergy are concerned. Andrew Lawley
and David Nicholl, who are both receiving New Awards and hold 2020
MIP Shares, have not participated in the deliberations of the
Remuneration Committee on the terms of the New Awards.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as it forms part of the law
of England and Wales by virtue of the European Union (Withdrawal)
Act 2018.
For further information, please visit www.eenergyplc.com or
contact:
eEnergy Group plc Tel: +44 20 7078 9564
Harvey Sinclair, Chief Executive info@eenergyplc.com
Officer
Crispin Goldsmith, Chief Financial
Officer
Strand Hanson Limited (Nominated Tel: +44 20 7409 3494
Adviser)
Richard Johnson, James Harris
Canaccord Genuity Limited (Joint Tel: +44 20 7523 8000
Broker)
Max Hartley, Harry Pardoe (Corporate
Broking)
Turner Pope Investments (Joint Tel: +44 20 3657 0050
Broker)
Andy Thacker, James Pope info@turnerpope.com
Tavistock Tel: +44 207 920 3150
Jos Simson, Simon Hudson, Katie eEnergy@tavistock.co.uk
Hopkins
About eEnergy Group plc
eEnergy (AIM: EAAS) is a net zero energy services provider,
empowering organisations to achieve net zero by tackling energy
waste and transitioning to clean energy, without the need for
upfront investment. It is making net zero possible and profitable
for all organisations in four ways:
-- Transition to the lowest cost clean energy through the
Group's digital procurement platform and energy management
services.
-- Tackle energy waste with granular data and insight on
energy use and dynamic energy management.
-- Reduce energy use with the right energy efficiency solutions
without upfront cost.
-- Reach net zero with onsite renewable generation and
electric vehicle (EV) charging.
eEnergy is a Top 5 B2B energy company and has been awarded the
Green Economy Mark by London Stock Exchange.
1 Details of the person discharging managerial responsibilities/person
closely associated
a. Name a) Harvey Sinclair
b) Crispin Goldsmith
c) Andrew Lawley
d) David Nicholl
---------------------------- ---------------------------------------------------------------
e Reason for notification
---------------------------------------------------------------------------------------------
a. Position/Status a) Director (CEO)
b) Director (CFO)
c) Non-executive Director
d) Non-executive Director
---------------------------- ---------------------------------------------------------------
b. Initial notification Initial Notification
/Amendment
---------------------------- ---------------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------------------
a. Name eEnergy Group plc
---------------------------- ---------------------------------------------------------------
b. LEI 2138003SZQSPC16PLX94
---------------------------- ---------------------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(e) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---------------------------------------------------------------------------------------------
a. Description of Options over Ordinary shares of 0.3p each
the financial
instrument, type
of instrument
GB00BJP1KD31
Identification
Code
---------------------------- ---------------------------------------------------------------
b. Nature of the Grant of Share Options under the Company's
transaction 2024 Share Option Plan
---------------------------- ---------------------------------------------------------------
c. Price(s) and Exercise Price(s) Volume(s)*
volume(s) per share
---------------------------- ------------------
a) 0.3 pence a) 28,080,000
b) 0.3 pence b) 8,000,000
c) 0.3 pence c) 5,500,000
d) 0.3 pence d) 5,500,000
------------------ ---------------
* at maximum option vesting threshold
---------------------------- ---------------------------------------------------------------
d. Aggregated information
* Volume*
47,080,000
0.3 pence
* Price
* at maximum option vesting threshold
---------------------------- ---------------------------------------------------------------
e. Date of the transaction 22 January 2024
---------------------------- ---------------------------------------------------------------
f. Place of the outside a trading venue
transaction
---------------------------- ---------------------------------------------------------------
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END
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January 22, 2024 02:15 ET (07:15 GMT)
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