REG - SDX Energy PLC - Directorate Change

SDX EnergyAnnouncement

22/11/2023 07:15

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RNS Number : 1975U  SDX Energy PLC  22 November 2023

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY SDX TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

 

22 November 2023

SDX Energy Plc ("SDX" or the "Company")

 

BOARD CHANGES AND GRANT OF GROWTH-LINKED INCENTIVES

 

SDX is pleased to announce key Board and Executive updates. The appointments
build on the new senior management changes announced in May 2023.

 

Following the appointment of Daniel Gould as Managing Director in May 2023,
the Board is pleased to appoint Daniel as Chief Executive Officer.
Additionally, Daniel will also be joining the Board as an Executive Director.
Both appointments will take place with immediate effect.

 

William McAvock, the Company's Chief Financial Officer, will also join the
Board as an Executive Director, effective immediately. Jay Bhattacherjee,
currently the interim Executive Chairman, will transition back to
Non-Executive Chairman on 1 January 2024, but will remain active in supporting
the Executives in delivering on the soon-to-be-released new growth strategy.

The Board has granted the following incentives, which are linked to
significant growth milestones of the business, to the Executives and interim
Executive Chairman, who are persons discharging managerial responsibilities
("PDMRs"):

 

 Daniel Gould  William  McAvock   Lesley Maclean    Option strike price    Market cap milestone for vesting
 3,000,000     2,000,000          1,750,000         £0.045                 £12,000,000
 4,000,000     3,000,000          2,000,000         £0.10                  £20,000,000
 6,000,000     4,000,000          3,000,000         £0.15                  £30,000,000
 8,000,000     6,000,000          5,000,000         £0.30                  £60,000,000
 10,000,000    8,000,000          6,000,000         £0.50                  £100,000,000

 

Vesting criteria:

·    15% of the first tranche of options with 4.5p strike price vest
immediately when the market cap milestone is reached;

·    a further 25% of the first tranche of options with 4.5p strike price
when the market cap milestone is reached and 16 months have elapsed from the
start of employment; and

·    all other options vest when the market cap milestone is reached and
30 months have elapsed from the start of employment.

 

The Board has granted to the interim Executive Chairman, Mr Jay Bhattacherjee,
nil cost options which vest if the market capitalisation of the Company stays
at or above the milestones for twenty consecutive trading days, as shown in
the table below:

 

 Market cap milestone for vesting  Nil cost options (% of ISC)
 £12,000,000                       0.42%
 £20,000,000                       0.47%
 £30,000,000                       1.00%
 £60,000,000                       1.00%
 £100,000,000                      1.25%

 

Related party transaction

The grant of the awards constitutes a related party transaction under Rule 13
of the AIM Rules for Companies. The independent directors, Tim Linacre and
Krzysztof Zielicki, consider, having consulted with the Company's Nominated
Adviser, Shore Capital and Corporate Limited, that the terms of the related
party transaction are fair and reasonable insofar as the Company's
shareholders are concerned.

 

CEO Daniel Gould commented:

 

"I look forward to sharing the new company strategy that we have been working
on diligently for the past few months and thank shareholders for their
patience as we fine-tuned this to something that I truly believe will be an
exciting direction for SDX. I am also pleased to be joining the Board to
champion this new strategy, which I see has great potential for all SDX
stakeholders."

 

Chairman Jay Bhattacherjee commented:

 

"I am pleased to continue to support Daniel and the Executive team, who have
done an excellent job since joining, and I remain committed to delivering on
operational and commercial guidance. The Company looks forward to an ambitious
future and the management are aligning themselves to this potential with the
grant of incentives which are materially geared to substantial growth of the
Company."

 

Additional Information in respect of the AIM Rules

In accordance with Schedule 2(g) of the AIM Rules, Daniel Popov Gould, aged
43, holds or has held in the past 5 years the following directorships and
partnerships:

Current directorships/partnerships

Privat 3 Money Ltd

Morgiou Limited

 

Previous directorships/partnerships within the last 5 years

Nodamatics Ltd

Pattamar Limited

Vision Bank Limited

Liwathon Limited

 

There is no further information required to be disclosed in respect of the
above appointment pursuant to Rule 17 and Schedule 2 (g) of the AIM Rules for
Companies.

 

 

 

In accordance with Schedule 2(g) of the AIM Rules, William Patrick McAvock,
aged 54, holds or has held in the past 5 years the following directorships and
partnerships:

 

Previous directorships/partnerships within the last 5 years

Block Energy PLC

Hencham Limited

Block Rustaveli Limited

 

There is no further information required to be disclosed in respect of the
above appointment pursuant to Rule 17 and Schedule 2 (g) of the AIM Rules for
Companies.

 

 

For further information:

 

 SDX Energy Plc

 Daniel Gould, Managing Director

 William McAvock, Chief Financial Officer

 Tel: +44 (0) 20 3219 5640

 Shore Capital (Nominated Adviser and Broker)

 Toby Gibbs/Iain Sexton

 Tel: +44 (0) 20 7408 4090

 InHouseIR (Investor and Media Relations)

 Sarah Dees/Oliver Clark

 Email: sdx@inhouseir.com (mailto:sdx@inhouseir.com)

 Tel: +44 (0) 7881 650 813 / +44 (0) 20 3239 1669

 Camarco (PR)

 Billy Clegg/Owen Roberts/Violet Wilson

 Tel: +44 (0) 20 3757 4980

 

 

About SDX

For further information, please see the Company's website at
www.sdxenergygroup.com
(https://url.avanan.click/v2/___http:/www.sdxenergygroup.com/___.YXAxZTpzaG9yZWNhcDphOm86YWM5MzY2NzBiZWFhZDQwZDUwNTE2ZTQ3Yjk2NmVhMTI6NjphNDU0OjNhYzljZmU4ZWNjYWYxOGRiZmFiODVjZmYxYmViNTFjZTFjN2FlZGRkNWU1ZGI0NTFkY2MwZDZjYWMxOGZmNzE6cDpU)
or the Company's filed documents at www.sedar.com
(https://url.avanan.click/v2/___http:/www.sedar.com/___.YXAxZTpzaG9yZWNhcDphOm86YWM5MzY2NzBiZWFhZDQwZDUwNTE2ZTQ3Yjk2NmVhMTI6NjphNzA1OjlhNGI0M2JlZmFlZDI5MjcyNTk1NDMzNGE4MmRkZTA5ZmE2M2FjYTdkNGI2YjdhMDBiYTM0ZTg1OWJiMWY1NDk6cDpU)

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCA")
with them.

 

 1   Details  of  the  person  discharging  managerial  responsibilities  /  person  closely
     associated
 a)  Name                                                              Jay Bhattacherjee
 2   Reason for notification
 a)  Position / status                                                 Non-Executive Chairman
 b)  Initial notification                                              Initial notification

     /Amendment
 3   Details of the issuer,  emission allowance market participant, auction platform,
     auctioneer or auction monitor
 a)  Name                                                              SDX Energy plc
 b)  LEI                                                               213800ALYZJ5JN26DY75
 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       Options to acquire ordinary shares in SDX Energy plc

     Identification code                                               ISIN GB00BJ5JNL69
 b)  Nature of the transaction                                         Grant of share options
 c)  Price(s) and volumes(s)

Price(s)  Volumes(s)
                                                                       0p        8,459,534*

*Based on current issued share capital

 d)  Aggregated information                                            n/a
 e)  Date of the transaction                                           21 November 2023
 f)  Place of the transaction                                          Outside a trading venue

*Based on current issued share capital

 

d)

Aggregated information

n/a

e)

Date of the transaction

21 November 2023

f)

Place of the transaction

Outside a trading venue

 

 1   Details  of  the  person  discharging  managerial  responsibilities  /  person  closely
     associated
 a)  Name                                                              Daniel Gould
 2   Reason for notification
 a)  Position / status                                                 Chief Executive Officer
 b)  Initial notification                                              Initial notification

     /Amendment
 3   Details of the issuer,  emission allowance market participant, auction platform,
     auctioneer or auction monitor
 a)  Name                                                              SDX Energy plc
 b)  LEI                                                               213800ALYZJ5JN26DY75
 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       Options to acquire ordinary shares in SDX Energy plc

     Identification code                                               ISIN GB00BJ5JNL69
 b)  Nature of the transaction                                         Grant of share options
 c)  Price(s) and volumes(s)

Price(s)  Volumes(s)
                                                                       4.5p      3,000,000

                                                                       10p       4,000,000

                                                                       15p       6,000,000

                                                                       30p       8,000,000

                                                                       50p       10,000,000

 
 d)  Aggregated information                                            n/a
 e)  Date of the transaction                                           21 November 2023
 f)  Place of the transaction                                          Outside a trading venue

 

d)

Aggregated information

n/a

e)

Date of the transaction

21 November 2023

f)

Place of the transaction

Outside a trading venue

 

 1   Details  of  the  person  discharging  managerial  responsibilities  /  person  closely
     associated
 a)  Name                                                              William McAvock
 2   Reason for notification
 a)  Position / status                                                 Chief Financial Officer
 b)  Initial notification                                              Initial notification

     /Amendment
 3   Details of the issuer,  emission allowance market participant, auction platform,
     auctioneer or auction monitor
 a)  Name                                                              SDX Energy plc
 b)  LEI                                                               213800ALYZJ5JN26DY75
 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       Options to acquire ordinary shares in SDX Energy plc

     Identification code                                               ISIN GB00BJ5JNL69
 b)  Nature of the transaction                                         Grant of share options
 c)  Price(s) and volumes(s)

Price(s)  Volumes(s)
                                                                       4.5p      2,000,000

                                                                       10p       3,000,000

                                                                       15p       4,000,000

                                                                       30p       6,000,000

                                                                       50p       8,000,000

 
 d)  Aggregated information                                            n/a
 e)  Date of the transaction                                           21 November 2023
 f)  Place of the transaction                                          Outside a trading venue

 

d)

Aggregated information

n/a

e)

Date of the transaction

21 November 2023

f)

Place of the transaction

Outside a trading venue

 

 

 1   Details  of  the  person  discharging  managerial  responsibilities  /  person  closely
     associated
 a)  Name                                                              Lesley Maclean
 2   Reason for notification
 a)  Position / status                                                 Head of Corporate Development
 b)  Initial notification                                              Initial notification

     /Amendment
 3   Details of the issuer,  emission allowance market participant, auction platform,
     auctioneer or auction monitor
 a)  Name                                                              SDX Energy plc
 b)  LEI                                                               213800ALYZJ5JN26DY75
 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       Options to acquire ordinary shares in SDX Energy plc

     Identification code                                               ISIN GB00BJ5JNL69
 b)  Nature of the transaction                                         Grant of share options
 c)  Price(s) and volumes(s)

Price(s)  Volumes(s)
                                                                       4.5p      1,750,000

                                                                       10p       2,000,000

                                                                       15p       3,000,000

                                                                       30p       5,000,000

                                                                       50p       6,000,000

 
 d)  Aggregated information                                            n/a
 e)  Date of the transaction                                           21 November 2023
 f)  Place of the transaction                                          Outside a trading venue

 

d)

Aggregated information

n/a

e)

Date of the transaction

21 November 2023

f)

Place of the transaction

Outside a trading venue

 

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