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 (minimum vesting) | 13.00p | 15.80p | 18.40p (maximum award) |
| 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 or contact:
| eEnergy Group plc | Tel: +44 20 7078 9564 |
| Harvey Sinclair, Chief Executive Officer 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 |
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 GB00BJP1KD31 | | |||||
| b. | Nature of the transaction | Grant of Share Options under the Company's 2024 Share Option Plan | | |||||
| c. | Price(s) and volume(s) |
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| Exercise Price(s) per share | Volume(s)* |
| | ||||
| a) 0.3 pence b) 0.3 pence c) 0.3 pence d) 0.3 pence | a) 28,080,000 b) 8,000,000 c) 5,500,000 d) 5,500,000 |
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| * at maximum option vesting threshold | | |||||||
| 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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