15 Feb 2018 07:17
Aggregated Micro Power Holdings plc
("AMP", the "Company" or the "Group")
Director/PDMR Shareholding
Aggregated Micro Power Holdings plc (AIM: AMPH), a distributed energy company specialising in the sale of wood fuels and the financing and installation of distributed energy projects including biomass boiler ESCOs (Energy Supply Contracts), stand by power generation and battery storage facilities, announces an amendment, effective today, to the existing earn-out arrangements ("Earn-Out") (the "Transaction") in relation to the Company's acquisition of Forest Fuels Holdings Ltd ("Forest Fuels") which completed on 30 March 2016.
AMP has acquired a number of wood fuels businesses since the original acquisition of Forest Fuels in 2016. The Board has determined that it is now in shareholders' interests to align all management incentives to the same total shareholder return ("TSR") linked performance condition in relation to interests in the future issue of equity rather than continue with an element of EBITDA linked earn out for a single member of the senior management team, as is currently the case. This change will better enable full integration within the Group of all of the recently acquired wood fuels businesses under a single wood fuels management team and a shareholder aligned incentive structure.
The Earn-Out previously included arrangements under which up to 1,500,000 ordinary shares in the Company ("Ordinary Shares") could be issued to the sellers of Forest Fuels (the "Sellers"), depending upon the average EBITDA of Forest Fuels in the financial periods ending (i) 31 December 2016 and 31 December 2017 and (ii) 31 December 2017 and 31 December 2018. The Sellers included Peter Solly, current Managing Director of Forest Fuels (and a person discharging managerial responsibilities ("PDMR") of the Company).
The up to 1,500,000 Ordinary Shares may now be issued to the Sellers, depending upon the average TSR of the Ordinary Shares. The TSR is calculated as the internal rate of return where the value as at 30 June 2014 is £1, the future value is the weighted average share price of an Ordinary Share over the 20 trading days prior to the end of each calendar year, and any dividends and returns of capital are taken into account. The number of any Ordinary Shares to be issued by reference to the TSR will be as follows: if the TSR for the holders of Ordinary Shares during the period from 30 June 2014 to 31 December 2020 (the "Relevant Period") is equal to or greater than 12 per cent. per annum on a compounding basis, 1,500,000 Ordinary Shares will be required to be issued to the Sellers; if the TSR is less than 8 per cent. per annum on a compounding basis during the Relevant Period, no Ordinary Shares will be required to be issued to the Sellers; and, if the TSR is between 8 per cent. per annum on a compounding basis and 12 per cent. per annum on a compounding basis during the Relevant Period, a number of Ordinary Shares (up to 1,500,000 Ordinary Shares) calculated by reference to a sliding scale will be required to be issued to the Sellers; in addition, all 1,500,000 Ordinary Shares will be required to be issued to the Sellers if annualised TSR exceeds 15 per cent. per annum on a compounding basis at any time within the Relevant Period.
The Transaction is considered a related party transaction under the AIM Rules for Companies as Peter Solly is a director of Forest Fuels Holdings Limited, a subsidiary of the Company. The Directors of the Company consider, having consulted with its nominated adviser finnCap Ltd, that the terms of the Transaction are fair and reasonable insofar as its shareholders are concerned.
Further information is set out in the PDMR disclosure table below.
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 | Peter Solly - Managing Director, Forest Fuels / PDMR | ||||
2. | Reason for the Notification | |||||
a) | Position/status | See 1 (a) above | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Aggregated Micro Power Holdings plc | ||||
b) | LEI | 2138001HABA1FAB3WC13 | ||||
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 | Deferred consideration payable in Ordinary Shares of 0.5 pence | ||||
Identification code | GB00BC4F3V69 | |||||
b) | Nature of the transaction | Amendment to Deferred consideration payable in Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | See (c) above | ||||
e) | Date of the transaction | 15 February 2018 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
Enquiries:
Aggregated Micro Power Holdings plc Tel: 020 7382 7800
Neil Eckert, Executive Chairman
Richard Burrell, CEO
Helene Crook, Investor Relations
finnCap Ltd (NOMAD & Broker) Tel: 020 7220 0500
Ed Frisby/Simon Hicks (corporate finance)
Stephen Norcross/Sultan Awan (corporate broking)
Haggie Partners (Financial PR) Tel: 020 7562 4444
Peter Rigby/Brian Norris
Notes to Editors:
About Aggregated Micro Power Holdings plc
The AMP Group was established to develop, own and operate renewable energy generating facilities. It specialises in the sale of wood fuels and in the installation of distributed energy projects. AMP's wholly owned subsidiary Forest Fuels sells high quality wood chip and wood pellet to end customers throughout the UK, while its projects division installs biomass boiler and biomass CHP systems for a wide range of applications and customers. AMP is also active in developing projects for stand-by power generation and battery storage facilities which aim to balance the transmission grid at times of peak demand. www.ampplc.co.uk
www.ampplc.co.uk
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.