REG - EQTEC PLC - Amendments to Employment Incentive Warrant Pool

EQTECAnnouncement

22/12/2022 08:00

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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 €0.001 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 £0.0025 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, the 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 £0.0045 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 £0.0075 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 (mailto:EQTEC@almapr.co.uk)

 Instinctif - General Media Enquiries                          +44 207 457 2381 / +44 788 788 4794
 Chris Speight / Tim Field                                     EQTEC@instinctif.com (mailto: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
(http://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 the Financial instrument, type of instrument  Ordinary Shares of EUR0.001 each
     Identification code                                          IE00BH3XCL94
 b)  Nature of the Transaction                                    Allocation of warrants to subscribe for 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

d)

Aggregated information

Aggregated volume Price

N/A (Single transaction - see above)

e)

Date of the transaction

21 December 2022

f)

Place of the transaction

Off-exchange

 

 

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