Last checked at 17 Jul 2015 15:31
AFC Energy PLC
("AFC Energy" or "the Company")
CEO Contract Renewal
AFC Energy (AIM: AFC), the industrial fuel cell power company, is delighted to announce that following a very successful initial period to his tenure, the Company has agreed new terms designed to incentivise Adam Bond in his role as Chief Executive Officer until at least 31 December 2016.
As part of this package, the Company has agreed to issue Adam with 1,000,000 Ordinary Shares of 0.1p each in the Company ("Ordinary Shares") at par value (the "Director Shares"). These Ordinary Shares will be issued in four equal tranches. The first tranche of 250,000 Ordinary Shares will be issued immediately. Application has been made to the London Stock Exchange for these Ordinary Shares to be admitted to trading at 8am on 23 July 2015 ("Admission"). Application to the London Stock Exchange for the subsequent tranches of shares to be admitted to trading will be made in due course. Following the issuance of the first tranche of the Director Shares, Adam will hold 2,250,000 Ordinary Shares in the Company totaling 0.78% of the Company's issued share capital as enlarged by the issuance of this tranche of shares (the "Enlarged Issued Share Capital"). The subsequent tranches, each of 250,000 Ordinary Shares, will become due on 31 December 2015, 30 June 2016 and 31 December 2016 respectively conditional upon Adam's continuing employment on those dates.
In addition, Adam has been granted a package of options over a total of 6,000,000 Ordinary Shares (the "Options"), conditional on certain commercial and value-related milestones designed to align his interests with those of shareholders. Following grant of the Options, Adam will hold options over 2.07% of the Enlarged Issued Share Capital. Details of the option package are outlined below:
Tranche | Number of Options | Duration of Options | Strike Price | Condition to Vesting |
1 | 1,000,000 | 10 years | 51p | Share price exceeding £1.00 for 30 consecutive days |
2 | 1,000,000 | 10 years | 51p | Share price exceeding £1.50 for 30 consecutive days |
3 | 1,000,000 | 10 years | 51p | Share price exceeding £2.00 for 30 consecutive days |
4 | 500,000 | 10 years | 51p | Kore system operating at 200kW for 14 consecutive days |
5 | 500,000 | 10 years | 51p | Kore system operating at 200kW for 30 consecutive days |
6 | 500,000 | 10 years | 51p | Kore system operating at 200kW for 90 consecutive days |
7 | 500,000 | 10 years | 51p | Kore system operating at 200kW for 180 consecutive days |
8 | 500,000 | 10 years | 51p | The Company entering into a binding contract for the volume manufacture of its fuel cell system |
9 | 500,000 | 10 years | 51p | The Company entering into a binding contract for the installation and commissioning of its fuel cell system |
Tim Yeo, Chairman said: "I am delighted that Adam has chosen to demonstrate his commitment to the Company while at the same time further aligning his interests with those of shareholders. We look forward to reporting continued progress over the coming weeks and months as we move rapidly towards commercialisation."
Related Party transaction
The agreement to issue the Director Shares and Options to Adam Bond constitutes a related party transaction in accordance with AIM Rule 13. The Directors who are not involved in the related party transaction, having consulted with the Company's nominated adviser Zeus Capital, consider the terms of the transaction to be fair and reasonable insofar as its shareholders are concerned.
Shares in lieu of professional fees
Further to the above and the announcement made on 5 December 2014, the Company has also agreed to issue Ordinary Shares in the Company to Lionsgate Communications in lieu of professional fees.
Lionsgate Communications will be issued 12,000 Ordinary Shares (the "Consultant Shares") in the Company at par value immediately. Application has been made to the London Stock Exchange for these Ordinary Shares to be admitted to trading at 8am on 23 July 2015 ("Admission").
Total Voting Rights and Shares under Option
Following Admission of the Director Shares and the Consultant Shares, the total number of ordinary shares and voting rights in the Company will be 289,803,943. The Company does not hold any shares in treasury. Accordingly, the total voting rights in the Company will be 289,803,943. This figure may be used by shareholders 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 Disclosure and Transparency Rules of the UK Financial Conduct Authority.
Following the grant of the Options there will be options over 13,280,000 Ordinary Shares in issue, representing approximately 4.58% of the Enlarged Issued Share Capital, and 6,947,800 warrants over Ordinary Shares in issue, representing approximately 2.39% of the Enlarged Issued Share Capital.
For further information, please contact:
AFC Energy plc Adam Bond (CEO)
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+44 (0) 20 3697 1209 |
Zeus Capital Limited - Nominated Adviser and Joint Broker Phil Walker, John Treacy Alex Davies, John Goold
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+44 (0) 20 7533 7727
|
M C Peat & Co LLP - Joint Broker Charlie Peat |
+44 (0) 20 7104 2334 |
Lionsgate Communications - Public Relations Jonathan Charles, Rachel Rigby
|
+44 (0) 20 3697 1209 |
About AFC Energy
AFC Energy plc is fast approaching commercialisation for its proven low-cost alkaline fuel cell system ("KORE"), which converts hydrogen into 'clean' electricity. AFC's key project POWER-UP will demonstrate the world's largest alkaline fuel cell system at Air Products' industrial gas plant in Stade, Germany. The date for the demonstration of the 240kW KORE system has been fast tracked to December 2015, representing the final phase of AFC's pre-commercialisation technical development programme and creating the platform for the Company's global commercial fuel cell deployment. For further information, please visit our website: www.afcenergy.com