REG - EQTEC PLC - Update re Director remuneration and Broker Option

EQTECAnnouncement

04/04/2023 07:00

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RNS Number : 2361V  EQTEC PLC  04 April 2023

04 April 2023

 

EQTEC plc

("EQTEC", the "Company" or the "Group")

 

Agreements allowing for settlement of Director remuneration in new Ordinary
Shares

 

Extension of period to exercise Broker Option

 

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 provides the following update in
respect of the proposed payment of a proportion of Executive Directors'
remuneration payable in 2023 to be satisfied through the issue of new Ordinary
Shares, as noted in the Company's announcement of 21 March 2023 (the
"Announcement").

 

The Announcement stated that the Board of Directors had proposed that 24% of
Executive Directors' remuneration payable in 2023 could be satisfied, at the
discretion of the Company's remuneration committee, by the issue of new
Ordinary Shares. The Company has now entered into such agreement with the
Executive Directors by way of a variation letter (the "Variation Agreements").
Each Variation Agreement facilitates the satisfaction of up to 24% of each
Executive Director's 2022 total cash compensation, in the form of new Ordinary
Shares.

 

The key terms of the Variation Agreements are as follows:

 

·      The aggregate value of share-settled remuneration to the
Executive Directors totals £242,772 (the "Value"), equating to a maximum of,
in aggregate, 110,351,079 new Ordinary Shares should the remuneration
committee decide to settle such amount through the issuance of new Ordinary
Shares, being calculated at the Placing price of 0.22 pence per share;

 

·      New Ordinary Shares will be issued on a net-settled basis, offset
for any tax-related expenses or other statutory obligations; and

 

·      Timing and payment of any settlement in new Ordinary Shares is at
the discretion of the remuneration committee, but should it be settled in
Ordinary Shares it will be within the 2023 financial year.

 

Related Party Transactions - Directors' participation in the STI Agreement

 

Yoel Alemán, David Palumbo, Jeffrey Vander Linden and Nauman Babar, each of
whom are Executive Directors of the Company (the "Participating Directors"),
have agreed to be issued up to, in aggregate, 110,351,079 new Ordinary Shares
pursuant to the Variation Agreements. The Participating Directors are related
parties as defined in the AIM Rules. As a result, their participation in the
Variation Agreements are related party transactions pursuant to Rule 13 of the
AIM Rules.

 

Accordingly, Ian Pearson and Thomas Quigley, the independent directors of the
Company in respect of the Variation Agreements (being the Non-Executive
Directors), having consulted with the Company's Nominated Adviser, Strand
Hanson Limited, consider the terms of the Variation Agreements to be fair and
reasonable insofar as the Company's shareholders are concerned.

 

A further announcement will be made at such time as any Ordinary Shares are
issued pursuant to any of the Variation Agreements.

 

Extension of period to exercise Broker Option

 

Given the difficulties experienced by some prospective investors with
attempting to participate in the Broker Option detailed in the Announcement,
the Company is extending the period for participation until 21 April 2023.

 

The Announcement stated that, in order to provide registered EQTEC
shareholders ("Existing Shareholders") with an opportunity to participate on
the same basis as Placees, the Company had granted Global Investment Strategy
UK Limited ("GIS") the authority to raise up to an additional £550,000
(gross) for the Company via a broker option (the "Broker Option"), by placing
up to an additional 250 million Units ("Broker Option Units").

 

Existing Shareholders have been eligible to participate in the Broker Option
since close of business on 20 March 2023, with all orders from such Existing
Shareholders to be accepted and processed by GIS. The Broker Option has not
been underwritten.

 

Since that time, the Company has been made aware that a number of Existing
Shareholders have struggled to participate in the Broker Option through their
existing broker for operational or other reasons. As a result, the Company has
elected to extend the participation period.

 

To subscribe for Broker Option Units, Existing Shareholders should communicate
their bid to GIS directly. Existing Shareholders who wish to register their
interest in participating in the Broker Option Shares should email GIS at
info@gisukltd.com. Each bid should state the number of Broker Option Units the
Existing Shareholder wishes to subscribe for at the Placing Price.

 

The Broker Option is exercisable by GIS on more than one occasion, at any time
from the time of this announcement to 4.45 p.m. UK time on 21 April 2023, at
its absolute discretion and following consultation with the Company. There is
no obligation on GIS to exercise the Broker Option or to seek to procure
subscribers for the Broker Option.

 

None of the Broker Option Units are being offered or sold in any jurisdiction
where it would be unlawful to do so. No prospectus will be issued in
connection with the Broker Option.

 

The Company will make a further announcement as soon as practicable following
21 April 2023 to confirm the number of Broker Option Units issued pursuant to
the Broker Option and the proceeds of such issue.

 

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the Company's announcement released
21 March 2023.

 

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 20 3883 7009

 David Palumbo / Nauman Babar

 Strand Hanson - Nomad & Financial Adviser              +44 20 7409 3494

 James Harris / Richard Johnson

 Panmure Gordon - Broker                                +44 20 7886 2500

 John Prior / Hugh Rich

 Instinctif - Media & investor relations enquiries      EQTEC@instinctif.com (mailto:EQTEC@instinctif.com)

 Guy Scarborough / Tim Field                            +44 791 717 8920 / +44 788 788 4794

 

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/) .

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