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26 Feb 2021 07:00
Active Energy Group Plc / EPIC: AEG / Sector: Alternative Energy
26 February 2021
Active Energy Group Plc
('Active Energy', 'AEG', or the 'Company')
Implementation of New Long-Term Incentive Plan
Active Energy, the London quoted international biomass based renewable energy and forestry management business, announces that upon the recommendation of the Company's Remuneration Committee, it has approved the implementation of a new long-term incentive plan ('LTIP') designed to incentivise the Company's Executive Directors, certain other Directors and members of the Senior Management team (the "Participants").
The LTIP, which has been prepared with advice from AON Plc, has been established to encourage long-term value creation for AEG's shareholders and to align the interests of the Participants with shareholders. Awards under the LTIP take the form of premium priced options over the Company's ordinary shares of 0.01 pence each, ("Ordinary Shares") which are exercisable from the third anniversary of the date of grant (subject to several market standard specific exceptions) (the "Options").
AEG's Remuneration Committee believes that the implementation of the LTIP will incentivise the Participants and will also help AEG to attract and retain talented individuals in the future, as the Company approaches its goal of commercialising its CoalSwitchTM technology following the recent fundraising, which raised gross proceeds of £7 million, coupled with the restructuring of the Company's Convertible Loan Note instrument.
Further Details of the LTIP
The LTIP is a share option scheme of the kind commonly adopted by listed companies. The earliest date on which the Options can be exercised is three years from the date of grant. The LTIP allows for up to 7% of the Company's issued share capital to be allocated to Participants and includes malus and clawback clauses.
Initial Grants under the LTIP
The Company's Remuneration Committee has recommended to issue 86,469,467 Options to certain Participants, which is equal to 2.2160% of the number of Ordinary Shares in issue. The first exercise price (On 50% of an individual's award) of these newly granted Options is 2.0125 pence which represents an 75% premium to the Company's mid-market price of 1.15 pence on 25 February 2021, while the second exercise price is set at a further 75% premium over the first exercise price at 3.522 pence for the remainder of the individual's awards. Their duration is 10 years with a 3-year vesting period.
As per the table below, a total of 81,943,087 Options have been granted to Directors of Active Energy:
Director
| Position
| Number of Options Granted |
Michael Rowan | Chief Executive Officer | 58,530,776 |
Andrew Diamond | Finance Director | 13,657,181 |
Max Aitken | Non-Executive Director | 4,877,565 |
Jason Zimmerman | Non-Executive Director | 4,877,565 |
In addition, 4,526,380 have been granted to 4 other Participants on the same terms.
Related Party Transaction
The implementation of the LTIP constitutes a related party transaction pursuant to rule 13 of the AIM Rules for Companies. James Leahy, the Company's Chairman, who is not party to the LTIP and is therefore an independent director for these purposes, having consulted with the Company's Nominated Adviser, considers the terms of the LTIP to be fair and reasonable insofar as AEG's shareholders are concerned.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
ENDS
Enquiries | ||
Active Energy Group Plc | Michael Rowan Chief Executive Officer Andrew Diamond Chief Financial Officer
| |
SP Angel Corporate Finance LLP Nominated Adviser and Broker
| David Hignell / Caroline Rowe | Office: +44 (0)20 3470 0470 |
Allenby Capital Limited Joint Broker | Nick Naylor/James Reeve/Asha Chotai (Corporate Finance) Amrit Nahal (Sales and Corporate Broking) | Office: +44 (0)20 3328 5656 |
Camarco Financial PR Adviser | Gordon Poole / Tom Huddart / Emily Hall | aeg@camarco.co.uk Office: +44 (0) 20 3757 4980 |
About Active Energy Group:
Active Energy Group plc is a London listed (AIM: AEG) renewable energy company that has developed a proprietary technology which transforms low-cost biomass material into high-value green fuels. Its patented product CoalSwitch™ is the world's only drop-in biomass fuel that can be mixed at any ratio with coal or completely replace coal in existing coal-fired power stations without requiring plant modification. Active Energy Group's immediate strategic focus is the production and commercialisation of CoalSwitch™ and a low emission CoalSwitch™ blend that utilises other waste materials.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | 1. Michael Rowan 2. Andrew Diamond 3. Max Aitken 4. Jason Zimmerman |
2. | Reason for the Notification | |
a) | Position/status | 1. Chief Executive Officer 2. Chief Financial Officer 3. Non-Executive Director 4. 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 | Active Energy Group plc |
b) | LEI | 213800P9PW3HJ5YJRK43 |
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 over Ordinary shares of 0.01p each |
Identification code | GB00B1YMN108 | |
b) | Nature of the transaction | Grant of Options |
c) | Price(s) and volume(s) | First Exercise Price of 2.0125 pence per Option Second Exercise Price of 3.522 pence per Option Volume of Options: 1. 58,530,776 2. 13,657,181 3. 4,877,565 4. 4,877,565
|
d) | Aggregated information: - Aggregated volume - Price | Volume: 86,469,467 Options First Exercise Price of 2.0125 pence per Option Second Exercise Price of 3.522 pence per Option
|
e) | Date of the transaction | 26th February 2021 |
f) | Place of the transaction | Outside a trading venue |
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