REG - Eagle Eye Sol Gp PLC - Growth Share Plan

Eagle Eye SolutionsAnnouncement

05/04/2023 07:15

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RNS Number : 3911V  Eagle Eye Solutions Group PLC  05 April 2023

5 April 2023

Eagle Eye Solutions Group PLC

 

("Eagle Eye", the "Company" or the "Group")

 

Growth Share Plan

 

Eagle Eye, a leading SaaS technology company that creates digital connections
enabling personalised, real-time marketing, announces the adoption of a new
growth share plan (the "Growth Plan").

Background and Rationale

 

The Remuneration Committee considers that the introduction of the Growth Plan
will drive long-term sustainable growth and build shareholder value on our
ambition to be a £1bn market capitalisation business, whilst enabling the
retention and motivation of significant core talent and senior leaders of the
Company.

 

The Growth Plan, created with the guidance of KPMG, has been the subject of an
extensive shareholder consultation process conducted by both the Chairman of
the Remuneration Committee, Robert Senior and Chairman of Eagle Eye, Malcolm
Wall. This exercise provided valuable feedback which has been taken on board
in finalising the terms of the Growth Plan.

 

The Growth Plan, a one-off award of B shares in Eagle Eye Solutions Holdings
Limited ("B shares"), an intermediate holding company of the Group, which are
convertible on exercise into ordinary shares in Eagle Eye ("Ordinary Shares"),
is designed to focus solely on creating shareholder value through a series of
distinct, stretching share price hurdles, as listed below. The awards under
the Growth Plan will vest on the third anniversary of grant and, unless
converted into Ordinary Shares, expire after ten years from grant.

 

The key terms of the Growth Plan are summarised below:

 

                                                                          Hurdle 1  Hurdle 2  Hurdle 3  Maximum
 Hurdle Eagle Eye share price                                             855.0p    1,198.0p  1,711.0p  3,422.0p
 Implied market cap (2)                                                   £250m     £350m     £500m     £1.0bn
 % of value created available for distribution                            3%        4%        5%        5%
 Cumulative award size as at the date of the performance condition being  £2.5m     £7.3m     £16.7m    £41.7m
 achieved¹
 Implied shareholder value created over term of plan                      £83.4m    £183.4m   £333.4m   £833.4m
 Cumulative dilution(1,2)                                                 1.0%      2.1%      3.2%      4.0%

1 Assuming all vested shares are awarded and subsisting
2 Calculated using the hurdle Eagle Eye share price based on Eagle Eye's
current issued share capital

 

Director and PDMR participation in the Growth Plan

 

Awards under the Growth Plan of B shares have been made to the following
Executive Directors and persons discharging managerial responsibilities
("PDMRs") of Eagle Eye for £0.001 per B share as follows:

 

 Director/PDMR        Role                      Number of B shares subscribed for  Maximum potential award under the Growth Plan for reaching an implied market  % of existing issued ordinary share capital of Eagle Eye on full vesting
                                                                                   cap of in excess of £1.0bn
 Tim Mason            Chief Executive Officer   1,720                              £7.2m                                                                         0.69%
 Steve Rothwell       Chief Technology Officer  1,290                              £5.4m                                                                         0.52%
 Lucy Sharman-Munday  Chief Financial Officer   1,290                              £5.4m                                                                         0.52%
 Al Henderson         Chief Sales Officer       860                                £3.6m                                                                         0.34%
 David Aylmer         Chief Operating Officer   860                                £3.6m                                                                         0.34%
 Claire Essex-Crosby  Chief People Officer      860                                £3.6m                                                                         0.34%
 James Esson          Company Secretary         860                                £3.6m                                                                         0.34%

Assuming all vesting criteria are met, the fully diluted number of Ordinary
Shares would be 30,442,265; of which the total number of Ordinary Shares over
which the Growth Plan represents 4.0% of the fully diluted number of Ordinary
Shares.

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1.   Tim Mason

                                                                   2.   Steve Rothwell

                                                                   3.   Lucy Sharman-Munday

                                                                   4.   Al Henderson

                                                                   5.   David Aylmer

                                                                   6.   Claire Essex-Crosby

                                                                   7.   James Esson
 2    Reason for the notification
 a)   Position/status                                              1.   Chief Executive Officer

                                                                   2.   Chief Information Officer

                                                                   3.   Chief Financial Officer

                                                                   4.   Chief Sales Officer

                                                                   5.   Chief Operating Officer

                                                                   6.   Chief People Officer

                                                                   7.   Company Secretary
 b)   Initial notification/Amendment                               Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Eagle Eye Solutions Group plc
 b)   LEI                                                          2138002S1AIBVVMZ7A21
 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 the financial instrument, type of instrument  B Ordinary shares of £0.001 each in the share capital of Eagle Eye Solutions

                                                            Limited convertible into Ordinary Shares of 1p each in the capital of the
                                                                   Company

      Identification code                                          GB00BKF1YD83

 b)   Nature of transaction                                        Issue of B Ordinary shares of £0.001 each in the share capital of Eagle Eye
                                                                   Solutions Limited

 c)   Price(s) and volume(s)                                       Price(s)                                 Volume(s)
                                                                   £0.001 subscription price per share      1.   1,720

                                                                                                            2.   1,290

                                                                                                            3.   1,290

                                                                                                            4.   860

                                                                                                            5.   860

                                                                                                            6.   860

                                                                                                            7.   860

      Aggregated information                                       N/A

      -      Aggregated volume

      -      Price
 e)   Date of the transaction                                      4 April 2023

 f)   Place of the transaction                                     Outside of a trading venue

 

 Enquiries:

 

 Eagle Eye Solutions Group plc                                        Tel: 0844 824 3686
 Tim Mason, Chief Executive Officer
 Lucy Sharman-Munday, Chief Financial Officer

 Investec Bank plc (Nominated Adviser & Joint Broker)                 Tel: +44 20 7597 5970
 Corporate Broking & PLC Advisory: David Anderson, Nick Prowting

 Shore Capital (Joint Broker)                                         Tel: +44 20 7408 4090
 Corporate Advisory: Daniel Bush, David Coaten, Lucy Bowden

 Corporate Broking: Henry Willcocks

 Alma PR (Financial PR)                                               Tel: +44 20 3405 0205
 Caroline Forde, Hannah Campbell

 

About Eagle Eye

 

Eagle Eye is a leading SaaS technology company transforming marketing by
creating digital connections that enable personalised performance marketing in
real time through coupons, loyalty, apps, subscriptions and gift services.

 

Eagle Eye AIR enables the secure issuance and redemption of digital offers and
rewards at scale, across multiple channels, enabling a single customer view.
The Group creates a network between merchants, brands and audiences to enable
customer acquisition, interaction and retention at lower cost whilst driving
marketing innovation.

 

The Company's current customer base comprises leading names in UK Grocery,
Retail, Leisure and Food & Beverage sectors, including Asda, Sainsbury's,
Tesco, Waitrose and John Lewis & Partners, Virgin Red, JD Sports, Pret A
Manger, Greggs, Mitchells & Butlers, PizzaExpress; in North America,
Loblaws, Shoppers Drug Mart, Southeastern Grocers and Staples US Retail and in
Australia & New Zealand, Woolworths Group and The Warehouse Group. In
January 2023, the Group acquired France based Untie Nots, a personalised
promotions business, adding Carrefour, E. Leclerc, Auchan and other leading
brands to its European customer base.

 

Web - www.eagleeye.com (http://www.eagleeye.com/)

 

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