REG - i(x) Net Zero PLC - Management Incentivisation

I (X) Net ZeroAnnouncement

21/04/2023 08:00

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RNS Number : 9845W  i(x) Net Zero PLC  21 April 2023

The information contained within this Announcement is deemed by i(x) Net Zero
plc to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR").

 

21 April 2023

i(x) Net Zero PLC

 

("i(x) Net Zero" or the "Company")

 

Management incentivisation

 

i(x) Net Zero PLC (AIM: IX.), the investing company which focuses on Energy
Transition and Sustainability in the Built Environment, announces that further
to its announcement regarding the strategic update and board changes, it has
today entered into new incentivisation arrangements.

 

Options

 

In order to effectively incentivise the management team the Company has today
agreed to issue a total of 6,324,545 options to subscribe for new Ordinary
Shares in the Company ("Options") under the 2022 i(x) Net Zero Plc Equity
Incentive Plan (the "EIP").  The Options all have an exercise price of 20p,
being a 142.4 per cent premium to yesterday's closing share price on AIM of
8.25p.  The Options vest over a period of three years, with a third vesting
on each of the three successive anniversaries of the date of grant.

 

The option grants include the following grants to Executives and related
parties (for the purposes of the AIM Rules for Companies):

 

 

 Executive         Position                             Options granted  Exercise price  Total options now held
 Par Lindstrom     CEO & CIO                             3,083,216       20p              3,083,216
 Jonathan Stearns  CFO                                   2,450,761       20p              2,450,761
 Dmitri Tsvetkov   COO & Group Director of Finance       790,568         20p              790,568

 

 

On 4 February 2022, in conjunction with its IPO, the Company issued options
over Ordinary Shares representing approximately 6.3 per cent. of the Company's
issued share capital under the EIP ("IPO Options").  In conjunction with the
above issuance of Options, all remaining IPO Options that have not yet already
lapsed, have been surrendered. In total, 2,166,157 share options have been
surrendered, of which 1,375,589 were held by Par Lindstrom and 790,568 were
held by Dmitri Tsvetkov.

 

Following the new grant of the Options, and the surrender of IPO Options, the
Company has a total of  6,324,545 options to subscribe for new Ordinary
Shares outstanding, which represents 8.0 per cent of the Company's current
issued share capital at the date of this announcement (and prior to the issue
of the shares referred to below).

 

 

 

 

CEO Bonuses

 

In December 2022, the Company agreed to pay to Pär Lindström an incentive
bonus of £160,772 in respect of the year ended 31 December 2022, an amount
which equates to approximately 50% of his annual compensation for the year. In
order to preserve the Company's cash resources and to demonstrate his
commitment to the Company, Mr Lindström has agreed to apply this sum to a
subscription of new ordinary shares at yesterday's closing price of 8.25p per
share.  This will result in the issue of 1,948,748 new ordinary shares to Mr
Lindström ("2022 Bonus Shares").  The 2022 Bonus Shares represent 2.5% of
the issued share capital as at the date of this announcement and prior to the
issue of shares referred to in this announcement.

 

Furthermore, as part of his promotion to CEO in January 2023, the Company
agreed to pay Mr Lindström a promotion bonus based on increased
responsibilities as CEO of £401,929 being approximately 120% of his 2023
annual compensation.  In order to preserve the Company's cash resources and
to demonstrate his commitment to the Company, Mr Lindström has also agreed to
apply this sum to a subscription of new ordinary shares at yesterday's closing
price of 8.25p per share.  This will result in the issue of 4,871,870 new
ordinary shares to Mr Lindström ("CEO Bonus Shares"). The CEO Bonus Shares
represent 6.2% of the issued share capital as at the date of this announcement
and prior to the issue of shares referred to in this announcement.

 

By way of further alignment to shareholders and the creation of shareholder
value, in respect of the 2022 Bonus Shares and CEO Bonus Shares, the shares
subscribed for by Mr Lindström pursuant to each of these bonus schemes will
be subject to a risk of forfeiture and may not be sold or otherwise
transferred until such forfeiture risk has lapsed. Specifically, Mr. Lindstrom
may not sell, transfer, or otherwise transact in these shares until such time
as the risk of forfeiture with respect to the bonus shares has lapsed. This
forfeiture risk will expire if and when the Company's Net Asset value reaches
and exceeds $120 million within the 24 month period following their issue
("NAV Hurdle").   If the NAV Hurdle is not met in that time period, the
bonus shares will be forfeited back to the Company.

 

Following the surrender of the IPO Options, the issue of the 2022 Bonus shares
and the CEO Bonus Shares, Mr Lindström will hold 9,602,930 Ordinary shares,
representing 11.2 per cent of shares in issue following the issue of the 2022
Bonus share and the CEO Bonus Shares, of which 7.9% are subject to the
forfeiture arrangements if the NAV hurdle is not met.  In addition, Mr
Lindström will hold options over 3,083,216 Ordinary Shares.

 

Application has been made to the London Stock Exchange for the 2022 Bonus
Shares and the CEO Bonus Shares to be admitted to trading on AIM
("Admission"). Admission is expected to become effective at 8.00 am on or
around 26 April 2023.

 

Total Voting Rights

 

Following Admission, the Company will have 85,877,429 Ordinary Shares in
issue, each carrying the right to one vote. No Ordinary Shares are held by the
Company in treasury. The total number of voting rights in the Company is
therefore 85,877,429. The above figure of  85,877,429 may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

 

 

 

Related Party Opinion

 

As Pär Lindström, Jonathan Stearns and Dmitri Tsvetkov are all related
parties for the purposes of the AIM Rules for Companies and the grant of the
Options is considered a related party transaction for the purposes of the AIM
Rules for Companies. The independent directors, being Nicholas Hurd, Alice
Chapple and Patricia McCall, having consulted with Canaccord Genuity Limited,
the Company's Nominated Adviser, consider the terms of the grant of the
Options to be fair and reasonable insofar as the Company's shareholders are
concerned.

 

As Pär Lindström is a related party for the purposes of the AIM Rules for
Companies his subscription for the 2022 Bonus Shares and the CEO Bonus Shares
are considered related party transactions for the purposes of the AIM Rules
for Companies. The independent directors, being Nicholas Hurd, Alice Chapple,
Jonathan Stearns and Patricia McCall, having consulted with Canaccord Genuity
Limited, the Company's Nominated Adviser, consider the subscription for the
2022 Bonus shares and the CEO Bonus Shares to be fair and reasonable insofar
as the Company's shareholders are concerned.

 

Further details of PDMR dealings are set out below and made in accordance with
the requirements of the EU Market Abuse Regulation (as it forms part of UK law
pursuant to the European Union (Withdrawal) Act 2018).

 

 

- Ends -

 

 

For further information visit https://ixnetzero.com/
(https://url.avanan.click/v2/___https:/ixnetzero.com/___.YXAzOml4bmV0emVybzphOm86MWI5YTUyZmU4NmZiYWI5OGVjZjRmZWM5ZWRkZjg5OTE6NjpjYzE3OjFhMDNjOTMyMzEzNzkxYzkxY2QxYjg4YWRmYmExMjg5Y2FiNWM1YTQxYmExMjVlNDBhYTVjM2Q0YjZjZTI4NGQ6cDpU)
 or contact:

 i(x) Net Zero                               Via Buchanan below
 Pär Lindström - Chief Executive Officer
 Jonathan Stearns - Chief Financial Officer

 Canaccord Genuity Limited                   +44 20 7523 8000

 Nominated Adviser & Broker
 Max Hartley
 Harry Pardoe

 Buchanan
 Helen Tarbet                                +44 7872 604 453
 Simon Compton                               +44 7979 497 324
 Abby Gilchrist                              +44 7557 952 223

 

 

Notes to Editors

 

About i(x) Net Zero PLC

 

i(x) Net Zero PLC is an AIM quoted investing company that provides its
shareholders the opportunity to create long-term capital growth with
positive, scalable, measurable and sustainable impact on the environment and
on the communities it serves.

 

In accordance with its belief that the world's biggest problems are also the
biggest market opportunities, i(x) Net Zero focuses on two critical areas in
which it aims to make a positive impact: (i) Energy Transition and (ii)
Sustainability in the Built Environment. The Company uses a multi-strategy
investment approach, providing the companies in which it invests with the
expertise and catalytic capital to help them grow. To date, i(x) Net Zero has
invested in biofuels, direct air capture (carbon removal), renewable energy,
sustainable workforce housing and net zero construction technology.

 

i(x) Net Zero is a signatory to the UN Principles for Responsible
Investing. The Company has received the London Stock Exchange's Green Economy
Mark.

 

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Par Lindstrom
 2   Reason for the notification
 a)  Position/status                                  Chief Executive Officer
 b)  Initial notification/ Amendment                  Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             i(x) Net Zero PLC
 b)  LEI                                              213800YUAD1FCXH29638
 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          Ordinary Shares of no par value
 b)  Identification code of the Financial Instrument  JE00BP4DVJ57
 c)  Nature of the transaction                        Award of Share Options
 d)  Price(s) and volume(s)

Price(s)             Volume(s)
                                                      Exercise Price: 20p  3,083,216

 

 e)  Aggregated information:  volume, Price           N/a
 f)  Date of the transaction                          21 April 2023
 g)  Place of the transaction                         Outside of a trading venue

 

 

e)

Aggregated information:  volume, Price

N/a

f)

Date of the transaction

21 April 2023

g)

Place of the transaction

Outside of a trading venue

 

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Jonathan Stearns
 2   Reason for the notification
 a)  Position/status                                  Chief Finance Officer
 b)  Initial notification/ Amendment                  Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             i(x) Net Zero PLC
 b)  LEI                                              213800YUAD1FCXH29638
 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          Ordinary Shares of no par value
 b)  Identification code of the Financial Instrument  JE00BP4DVJ57
 c)  Nature of the transaction                        Award of Share Options
 d)  Price(s) and volume(s)

Price(s)             Volume(s)
                                                      Exercise Price: 20p  2,450,761

 

 e)  Aggregated information:  volume, Price           N/a
 f)  Date of the transaction                          21 April 2023
 g)  Place of the transaction                         Outside of a trading venue

 

 

e)

Aggregated information:  volume, Price

N/a

f)

Date of the transaction

21 April 2023

g)

Place of the transaction

Outside of a trading venue

 

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Dmitri Tsvetkov
 2   Reason for the notification
 a)  Position/status                                  Chief Operating Officer
 b)  Initial notification/ Amendment                  Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             i(x) Net Zero PLC
 b)  LEI                                              213800YUAD1FCXH29638
 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          Ordinary Shares of no par value
 b)  Identification code of the Financial Instrument  JE00BP4DVJ57
 c)  Nature of the transaction                        Award of Share Options
 d)  Price(s) and volume(s)

Price(s)             Volume(s)
                                                      Exercise Price: 20p  790,568

 

 e)  Aggregated information:  volume, Price           N/a
 f)  Date of the transaction                          21 April 2023
 g)  Place of the transaction                         Outside of a trading venue

 

 

e)

Aggregated information:  volume, Price

N/a

f)

Date of the transaction

21 April 2023

g)

Place of the transaction

Outside of a trading venue

 

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Par Lindstrom
 2   Reason for the notification
 a)  Position/status                                  Chief Executive Officer
 b)  Initial notification/ Amendment                  Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             i(x) Net Zero PLC
 b)  LEI                                              213800YUAD1FCXH29638
 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          Ordinary Shares of no par value
 b)  Identification code of the Financial Instrument  JE00BP4DVJ57
 c)  Nature of the transaction                        Subscription of New Ordinary Shares
 d)  Price(s) and volume(s)

Price(s)  Volume(s)
                                                      Nil       6,820,618

 

 e)  Aggregated information:  volume, Price           N/a
 f)  Date of the transaction                          21 April 2023
 g)  Place of the transaction                         London Stock Exchange

 

 

e)

Aggregated information:  volume, Price

N/a

f)

Date of the transaction

21 April 2023

g)

Place of the transaction

London Stock Exchange

 

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