TIDMEQT
RNS Number : 5947K
EQTEC PLC
22 December 2022
22 December 2022
EQTEC plc
("EQTEC", the "Company" or the "Group")
Amendments to Employment Incentive Warrant Pool
Issue of Warrants to Director
EQTEC plc (AIM: EQT), a global technology innovator powering
distributed, decarbonised, new energy infrastructure through its
waste-to-value solutions for hydrogen, biofuels, and energy
generation announces amendments to the Company's Employment
Incentive Warrant Pool (the "EIWP").
The Company on 31 March 2020 announced creation of the EIWP to
incentivise and retain key managers throughout a challenging and
transformational period. The EIWP allowed for issue of up to
590,906,437 warrants ("EIWP Warrants") over new ordinary shares of
EUR0.001 each in the Company ("Ordinary Shares") to directors and
employees, exerciseable for 36 months from the date the EIWP was
created. The exercise price of the EIWP Warrants was set at
GBP0.0025 per Ordinary Share, representing, at the time, a premium
of 43% to the middle market closing price of the Company's Ordinary
Shares.
To date, 519,609,299 EIWP Warrants have been allocated,
including 196,968,812 EIWP Warrants allocated to CEO David Palumbo
and 98,484,406 EIWP Warrants allocated to CTO Yoel Alemán, with an
unallocated balance of 71,297,138 EIWP Warrants. The total amount
of unexercised warrants stands at 404,325,407 representing 4.29% of
the Company's Issued Share Capital (inclusive of the allocation to
Jeffrey Vander Linden below) .
The Company's Board of Directors has agreed to extend the
existing EIWP through an increasingly challenging and
transformational period. To bring the EIWP in line with current
market performance, t he Company has amended its terms as
follows:
-- The EIWP Warrant exercise period will be extended by 24 months, to 31 March 2025.
-- The EIWP Warrant exercise price will be increased to
GBP0.0045 per Ordinary Share, representing a premium of 60% to the
market closing price on 21 December 2022.
-- From 22 December 2022 EIWP Warrantholders will only be
allowed to exercise their EIWP Warrants subject to the following
conditions:
o
% of Warrantholding Earliest exercise date
50% 31 March 2024
25% 30 September 2024
25% 28 February 2025
o The Company's share price at the time of exercise has been
GBP0.0075 or greater for a minimum of 30 consecutive days in the
period from today through to the date of exercise.
o The warrantholder remains a director or employee of the
Company in good standing at the time of exercise.
Additionally, the Company is allocating 71,297,138 EIWP Warrants
to Jeffrey Vander Linden, COO. Consequently, the EIWP Warrant pool
is fully allocated.
Ian Pearson, Chairman of EQTEC, commented:
"The last 24 months have been unprecedented in terms of market
volatility and equity market correction, especially for technology
stocks. On the other hand, the market demand for EQTEC technology
and the sector in general is poised to be one of the most exciting
areas of growth in the coming years, as the world replaces legacy
waste management and energy infrastructure with new technologies
that will dominate the future, redressing our dependency on fossil
fuels. The current management team is part-way through delivering
our growth strategy. Meaningful incentivisation is important to
ensure the retention of key management to support the successful
delivery of the strategy we have set, to springboard the Company
towards a position as a world-class licensor of leading-edge
technology for carbon-efficient conversion of waste into baseload
energy and biofuels. The Board believes this amendment of the EIWP,
without the addition of any new Warrants, is a pragmatic way to
support business continuity and growth."
Related party transaction
As Directors of the Company, David Palumbo, Yoel Alemán and
Jeffrey Vander Linden are considered related parties under the AIM
Rules for Companies ("AIM Rules"). As a result, the amendment of
the EIWP Warrants and, in relation to Mr Vander Linden, the
allocation of EIWP Warrants, constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules. The Directors
independent of the transaction (being the Directors other than
David Palumbo, Yoel Alemán and Jeffrey Vander Linden) consider,
having consulted with the Company's Nominated Adviser, Strand
Hanson Limited, that the terms of the amendment of the EIWP
Warrants, and EIWP Warrant allocation, are fair and reasonable in
so far as the Company's shareholders are concerned.
This announcement contains inside information as defined in
Article 7 of the EU Market Abuse Regulation No 596/2014, as it
forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018, as amended, and has been announced in
accordance with the Company's obligations under Article 17 of that
Regulation.
ENQUIRIES
EQTEC plc +44 203 883 7009
David Palumbo / Nauman Babar
---------------------------
Strand Hanson - Nomad & Financial Adviser +44 20 7409 3494
---------------------------
James Harris / Richard Johnson
---------------------------
Panmure Gordon - Joint Broker +44 207 886 2500
---------------------------
John Prior / Hugh RIch
---------------------------
Canaccord Genuity - Joint Broker +44 207 523 8000
---------------------------
Henry Fitzgerald-O'Connor / James Asensio
/ Patrick Dolaghan
---------------------------
Alma PR - Financial Media & Investor Relations +44 203 405 0205
---------------------------
Josh Royston / Sam Modlin EQTEC@almapr.co.uk
---------------------------
+44 207 457 2381 / +44 788
Instinctif - General Media Enquiries 788 4794
---------------------------
Chris Speight / Tim Field EQTEC@instinctif.com
---------------------------
About the project
The Project Site is in a heavily industrialised area, adjacent
to major plant facilities and estates, including those of CF
Fertilisers UK Limited, Seqens Group pharmaceuticals and many
others. Through its wholly owned project SPV, Haverton WTV, the
Company has secured all relevant permits and permissions to build a
refuse-derived fuel ("RDF")-to-combined heat and power ("CHP")
facility that would transform 200,000 tonnes per year of RDF into
up to 25MW of electricity for export to the national grid, with the
potential for creating up to 34MW of thermal energy. The Company
has agreed favourable heads of terms for over 250 per cent of its
required volume of feedstock, secured the contract for a grid
connection and is now pursuing discussions with neighbouring
companies about provision of private wire offtake.
On 13 December 2021, the Company confirmed it was investigating
new offtake opportunities for the Project and that it was working
with partners toward feasibility work. On 18 July 2022, the Company
announced that it had selected Petrofac as its front-end
engineering design ("FEED") contractor, further confirming that,
following full review of multiple financial models for the Project,
technical feasibilities and updated site drawings, the Company and
its partners were considering a range of additional facilities
including for hydrogen production, battery storage and/or hydrogen
refuelling. All such options would be subject to further planning
permission and agreement of future owners of the Project, which the
Company intends to sell in whole or in part.
The primary focus of the Company now is pursuit of Project
investors to support FEED work on the CHP facility and development
of the several other potential facilities on the site.
About EQTEC plc
As one of the world's most experienced gasification technology
and engineering companies, with a growing track record of
delivering operational and commercial success for transforming
waste-to-energy through best-in-class technology innovation,
engineering and project development , EQTEC brings together design
innovation, project delivery discipline and solid commercial
experience to add momentum to the global energy transition. EQTEC's
proven, proprietary and patented technology is at the centre of
clean energy projects, sourcing local waste, championing local
businesses, creating local jobs and supporting the transition to
localised, decentralised and resilient energy systems.
EQTEC designs, supplies and builds advanced gasification
facilities in the UK, EU and US, with highly efficient equipment
that is modular and scalable from 1MW to 30MW. EQTEC's versatile
solutions process over 50 varieties of feedstock, including
forestry wood waste, vegetation and other agricultural waste from
farmers, industrial waste and sludge from factories and municipal
waste, all with no hazardous or toxic emissions . EQTEC's solutions
produce a pure, high-quality synthesis gas ("syngas") that can be
used for the widest range of applications, including the generation
of electricity and heat, production of synthetic natural gas
(through methanation) or biofuels (through Fischer-Tropsch,
gas-to-liquid processing) and reforming of hydrogen.
EQTEC's technology integration capabilities enable the Group to
lead collaborative ecosystems of qualified partners and to build
sustainable waste reduction and green energy infrastructure around
the world.
The Company is quoted on AIM (ticker: EQT) and the London Stock
Exchange has awarded EQTEC the Green Economy Mark, which recognises
listed companies with 50% or more of revenues from
environmental/green solutions.
Further information on the Company can be found at www.eqtec.com
.
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail in
respect of the transaction as described above.
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Jeffrey Vander Linden
------------------------------- ----------------------------------------
2. Reason for the Notification
-------------------------------------------------------------------------
a) Position/status Executive Director
------------------------------- ----------------------------------------
b) Initial notification/amendment Initial notification
------------------------------- ----------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
a) Name EQTEC plc
------------------------------- ----------------------------------------
b) LEI 63540085VSYVDEINJO04
------------------------------- ----------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv)each place where transactions
have been conducted
-------------------------------------------------------------------------
a) Description of Ordinary Shares of EUR0.001 each
the Financial
instrument, type
of instrument
------------------------------- ----------------------------------------
Identification IE00BH3XCL94
code
------------------------------- ----------------------------------------
b) Nature of the Allocation of warrants to subscribe for
Transaction New Ordinary Shares
------------------------------- ----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
0.45 pence 71,297,138
-----------
------------------------------- ----------------------------------------
d) Aggregated information N/A (Single transaction - see above)
Aggregated volume
Price
------------------------------- ----------------------------------------
e) Date of the transaction 21 December 2022
------------------------------- ----------------------------------------
f) Place of the transaction Off-exchange
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END
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(END) Dow Jones Newswires
December 22, 2022 03:00 ET (08:00 GMT)
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