Last checked at 9 Apr 2015 07:00
9 April 2015
Active Energy Group Plc("Active Energy Group" or the "Group" or the "Company" or "AEG")
Grant of Options to Directors
Active Energy Group Plc (AIM: AEG.L), the London Stock Exchange AIM-listed international supplier of industrial wood chip for MDF manufacturing and Biomass for Energy (BFE) power generation, second-generation Biomass for Energy (BFE) fuel solutions and systems, and global forestry and natural resources development services, announces that on 8 April 2015 it granted options over new ordinary shares of the Company to its Chief Executive Officer Richard Spinks, Chief Operating Officer Matteo Girlanda, and Chief Financial Officer Brian Evans-Jones.
Richard Spinks:
Richard Spinks has been granted an option exercisable at nil cost over a maximum of 4 per cent. of the Company's issued share capital as enlarged by exercise of his option. Vesting of the option, which is conditional upon AEG receiving by 8 April 2020 a distribution from a transaction introduced by Mr Spinks, will take place in respect of that proportion (up to 4 per cent.) of AEG's issued share capital, as enlarged by the exercise of his option, as is equal to 10 per cent. of the proportion of such distribution to AEG's then market capitalisation. Any unexercised part of the option will expire on 8 April 2020 and shares acquired on exercise of the option may not be sold by Mr Spinks for five years following the date of grant.
In addition to this option, Mr Spinks is also beneficially interested in 9,487,000 ordinary shares and options and warrants over a further 41,733,333 ordinary shares.
Matteo Girlanda:
On 8 May 2014, AEG announced the cancellation of the deferred consideration of up to 62,500,000 ordinary shares conditionally payable to Matteo Girlanda in respect of the acquisition on 4 June 2013 of Nikofeso Holdings Limited. The Board now recognises that this cancellation was premature as the condition relating to AEG generating aggregate EBITDA over any three consecutive years to 31 December 2018 remains capable of being satisfied. AEG has therefore granted Wood Investments Limited, a company controlled by Mr Girlanda, an option exercisable at nil cost over 37,500,000 ordinary shares (which represents approximately 6.7 per cent. of AEG's current issued share capital) provided AEG generates aggregate EBITDA of at least US$7.5 million over any three consecutive years to 31 December 2018. Any shares acquired on exercise of the option can be sold at any time. The option is exercisable until 8 April 2025 following which it will lapse.
The grant of the option to Matteo Girlanda's company Wood Investments Limited represents a related party transaction in accordance with Rule 13 of the AIM Rules for Companies. Accordingly the Directors, other than Mr Girlanda, consider, having consulted with AEG's nominated adviser, that the terms of the grant of the option to Wood Investments Limited are fair and reasonable insofar as its shareholders are concerned.
In addition to this option, Mr Girlanda is also beneficially interested in 63,360,000 ordinary shares and options over a further 12,500,000 ordinary shares.
Brian Evans-Jones:
Brian Evans-Jones has been granted an option exercisable over 12 million ordinary shares (which represents approximately 2.1 per cent. of AEG's current issued share capital) at 5 pence per share by no later than 8 April 2025. Under the option, 3 million ordinary shares may be subscribed immediately and three further blocks of 3 million ordinary shares may be subscribed once the Company's average mid-market share price over 10 trading days meets 6 pence, 8 pence and 10 pence, respectively. Any shares acquired on exercise of the option can be sold at any time.
In addition to this option, Mr Evans-Jones is also beneficially interested in 1,500,000 ordinary shares.
Future grants:
Having addressed option grants considered by the Board to be due to its Chief Executive Officer and Chief Operating Officer in relation, respectively, to a transaction introduced by its Chief Executive Officer and the acquisition of Nikofeso, the Company undertakes to operate its option schemes henceforth in accordance with the IMA Principles of Remuneration published on 20 October 2014.
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Contact Information & Editor's Notes
Enquiries:
Active Energy Group PlcFrank Lewis, Non-Executive Chairman +44 (0)7775 504 313 frank.lewis @active-energy.com
Richard Spinks, Chief Executive Officer +39 344 111 6071 (Intl.) richard.spinks@active-energy.com +380 503 942 702 (Ukraine)
Brian Evans-Jones, Chief Financial Officer +44 (0)7500 861 696 brian.evans-jones@active-energy.com
6 Hillgrove Public Relations Richard Hillgrove/John Price +44 (0)20 3603 0366 richard.hillgrove@6hillgrove.com john.price@6hillgrove.com
WH Ireland Ltd. (Nominated Adviser and Broker) Chris Fielding/Mark Leonard +44 (0)20 7220 1666
Active Energy Group:
· Company Website: www.active-energy.com
· Active Energy Group Plc, a London Stock Exchange AIM-listed company (AIM: AEG.L), is an international supplier of industrial wood chip for Medium-Density Fibreboard (MDF) manufacturing and Biomass for Energy (BFE) power generation; second generation Biomass for Energy (BFE) fuel solutions and systems; and global forestry and natural resources development and management services.
· The Group, headquartered in the United Kingdom, currently operates from four international locations:
o Ukraine, where it is the largest producer and exporter of wood chip for MDF manufacturing.
o Spain and Montenegro, from where it supplies BFE wood chip to European power plants.
o Canada, where it has entered into a landmark forestry joint venture - KAQUO Forestry & Natural Resources Development Corporation - with several indigenous Métis Settlements to commercialise in excess of 250,000 hectares containing valuable forests and natural resources.
· The Group is led by a highly experienced and dedicated management team with a proven track record in the industries and regions in which it operates and from which its revenues are generated.
· Ukraine and Canada, with their large forestry reserves and comprehensive road, rail and sea transport links, are ideal locations from which to source raw timber and manufacture wood chip and fuel pellets for supply to MDF producers and Biomass for Energy power plants.
Turkish MDF Market:
· Turkey is the leading manufacturer of MDF in Europe, producing over 6 million m3 of high-quality boards and finished products per annum. AEG maintains close relationships with all the major Turkish MDF producers, and works with them to develop its production capacity and product range.
· Until recently, approximately 69% of US, Canadian and Latin American industrial wood chip exports were destined for Turkey; all of it for production of wood-based panels, primarily MDF.
· AEG has successfully developed the first viable alternative to these traditional supply sources; delivering high-quality wood chip in approximately one-tenth of the transatlantic shipping time.
· As well as providing fresher and superior wood chip to its clients, AEG's Black Sea production and shipping facilities provide them with significant cost-savings and cash flow advantages.
European Biomass for Energy (BFE) Market:
· Biomass-generated power is expected to account for over 50% of European renewable energy, according to an EU directive on National Renewable Energy Action Plans.
· EU directives and continued commissioning of new Biomass and CHP power plants across Europe continue to generate additional demand for Biomass fuel.
· The European Renewable Energy Council (EREC) estimates that Biomass-based energy production will grow from 43TWh (Terawatt Hours) in 2005 to 250TWh in 2020.