REG - eEnergy Group PLC - New Share Incentive and Bonus Awards

EenergyAnnouncement

22/01/2024 07:15

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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.

 

 Number of New Awards               9.32p               13.00p      15.80p      18.40p (maximum award)

                                    (minimum vesting)
 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 £285,000 and £200,000, 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
(http://www.eenergyplc.com) or contact:

 

 eEnergy Group plc                              Tel: +44 20 7078 9564
 Harvey Sinclair, Chief Executive Officer       info@eenergyplc.com (mailto:info@eenergyplc.com)

 Crispin Goldsmith, Chief Financial Officer

 Strand Hanson Limited (Nominated Adviser)      Tel: +44 20 7409 3494
 Richard Johnson, James Harris

 Canaccord Genuity Limited (Joint Broker)       Tel: +44 20 7523 8000
 Max Hartley, Harry Pardoe (Corporate Broking)

 Turner Pope Investments (Joint Broker)         Tel: +44 20 3657 0050
 Andy Thacker, James Pope                       info@turnerpope.com

 Tavistock                                      Tel: +44 207 920 3150
 Jos Simson, Simon Hudson, Katie Hopkins        eEnergy@tavistock.co.uk (mailto:eEnergy@tavistock.co.uk)

 

 

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 /Amendment                              Initial Notification
 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 the financial instrument, type of instrument  Options over Ordinary shares of 0.3p each

Identification Code                                          GB00BJP1KD31
 b.  Nature of the transaction                                    Grant of Share Options under the Company's 2024 Share Option Plan
 c.  Price(s) and volume(s)
                                                                               Exercise Price(s) per share  Volume(s)*
     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
                                                                                                                                      maximu
                                                                                                                                      m
                                                                                                                                      option
                                                                                                                                      vestin
                                                                                                                                      g
                                                                                                                                      thresh
                                                                                                                                      old
 d.  Aggregated information

     -  Volume*

     -  Price                                                     47,080,000

                                                                  0.3 pence

                                                                  * at maximum option vesting threshold

 e.  Date of the transaction                                      22 January 2024
 f.  Place of the transaction                                     outside a trading venue

 

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