Last checked at 15 Mar 2021 07:00
Water Intelligence plc
Appointment of Non-Executive Director
Issue of Options
Sale of Treasury Shares
Water Intelligence plc (AIM: WATR.L) a leading multinational provider of precision, minimally-invasive leak detection and remediation solutions for both potable and non-potable water is pleased to announce the proposed appointment C. Daniel Ewell as a Non-Executive Director, pending completion of customary regulatory due diligence by the Company's Nominated Adviser.
Mr. Ewell is currently a Senior Advisor at Morgan Stanley, where he has worked as an investment banker for over 33 years. Prior to assuming his current role, Mr. Ewell served as Vice Chairman and Head of Western Region Investment Banking for Morgan Stanley. Mr. Ewell has extensive experience in advising companies and helping them grow through capital raising and strategic transactions. His experience spans a range of sectors including consumer/retails, industrial, healthcare and media/technology, and included companies with franchised business models.
Dr. Patrick DeSouza, Executive Chairman commented: "We are delighted to have Dan join our board as we position ourselves for the next level of corporate development. In February, we released, once again, an outstanding trading update in terms of revenue and profits and we discussed a five-year growth plan with ambitious targets. Dan has both the drive and experience to help us deliver on our plan both organically and through accretive acquisitions.
Dan's breadth of experience will inform our vision of delivering "technology-enabled services" - an important investment thesis emerging from Silicon Valley. During our last five-year plan, we invested in cutting edge technologies to create a "One Stop Shop" for water infrastructure services, including to enable video e-commerce and field service automation via Salesforce. Moreover, our receipt of the Green Economy Mark from the London Stock Exchange and inclusion in various MSCI indices position us well for ESG institutional investment as a leading Green Economy technology company for water infrastructure. As a unique added bonus, Dan's past experience working with growing franchise businesses will be exciting for our shareholders as we unlock value from our core American Leak Detection franchise business.
Dan's experience reinforces our board's commitment to private sector leadership of the Green Economy."
Mr. Ewell added: "I am honoured to be joining the Water Intelligence Board at this time, and am excited about the prospect of helping Pat, the management team and the franchisees build on their outstanding record of past success and implement their vision to take the Company to the next level. The Company has meaningful growth opportunities organically, through leveraging technology-enabled services, and through acquisitions. I look forward to serving the Water Intelligence shareholders in my new role as a Director."
A further announcement confirming his appointment on completion of customary regulatory due diligence checks and disclosing information in respect of Schedule 2(g) of the AIM Rules will be made in due course.
Sale of Treasury Shares to Dan Ewell
Dan Ewell has agreed with the Company that he will invest US$200,000 at a price of 635p, being the mid-market price on 12 March 2021. The Company will satisfy this amount through the sale of 20,538 Ordinary Shares from the Company's existing holding of Ordinary Shares in treasury and the issuance of 2,121 Ordinary Shares ("New Ordinary Shares"). Following this purchase, he will own 22,659 Ordinary Shares, representing 0.1 per cent. of the Company's total voting rights.
Issue of Options
The Company has agreed to grant options to each of the directors of the Company (including Dan Ewell upon appointment) as part of its compensation and structured in alignment with the interests of its shareholders at higher than market price. Hence, the Company issues 2021 Director options, exercisable at 750 pence, an 18% premium to the closing mid-market price of the Company's Ordinary Shares on 12 March 2021. These options will also carry a vesting period of three years. Full details of the option grants and directors' holding in the Company are outlined below. For the avoidance of doubt, the allotment of the options to Dan Ewell will be held by the Company and allotted to Dan Ewell upon formal confirmation of his appointment to the board of directors. A further announcement will be made at that point. All other options have been allotted to the respective directors.
Director | Options Issued | Total Options held | Total Voting Rights (% of Company) |
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Patrick DeSouza | 25,000 | 75,000 | 4,987,110 (28.1%) |
Michael Reisman | 25,000 | 125,000 | 184,126 (1.0%) |
Laura Hills | 25,000 | 115,000 | 120,757 (0.7%) |
Bobby Knell | 25,000 | 25,000 | 27,000 (0.2%) |
Dan Ewell | 200,000 | 200,000 | 22,659 (0.1%) |
Admission to AIM and Total Voting Rights
Application has been made for the New Ordinary Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Admission"). Admission is expected to occur on or around 8.00 a.m. on 19 March 2021.
Following the sale of Ordinary Shares held in treasury and newly issued, the Company will have an issued share capital of 17,728,943 shares, divided into 15,528,943 ordinary shares of 1 penny each which are admitted to trading on AIM and which entitle the holder to one vote per ordinary share; 2,200,000 B Ordinary Shares of 1 penny each which are not admitted to trading on AIM, but do still entitle to holder to one vote per ordinary share, but no economic rights; and no Ordinary Shares held by the Company in Treasury. Accordingly, the Company's total voting rights are 17,728,943 shares. This total voting rights number may be used by shareholders at Admission 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 Company under the FCA's Disclosure Guidance and Transparency Rules.
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014
Enquiries:
Water Intelligence plc |
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Patrick DeSouza, Executive Chairman | Tel: +1 203 654 5426 |
Adrian Hargrave, VP Corporate Development
| +44 (0)7775 701 838 |
WH Ireland Limited - NOMAD & Broker | Tel: +44 (0)207 220 1666 |
Adrian Hadden |
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James Sinclair-Ford |
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Matthew Chan |
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Dowgate Capital - Joint Broker | Tel: +44 (0)20 3903 7721 |
Stephen Norcross |
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Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. | Details of the PDMR / person closely associated | |
a) | Name | Patrick DeSouza |
2. | Reason for the notification | |
a) | Position / status | Executive Chairman |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Water Intelligence plc |
b) | LEI | 213800AL3BNXJ1HQLP10 |
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 Identification code | Option over Ordinary Shares Ordinary Shares
GB00BZ973D04 |
b) | Nature of the transaction | Grant of Options
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c) | Price(s) and volume(s) | 25,000 options at an exercise price of 750 pence |
d) | Aggregated information | See above |
| - Aggregated volume |
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| - Price |
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e) | Date of the transaction | 15 March 2021 |
f) | Place of the transaction | London Stock Exchange, AIM Market |
1. | Details of the PDMR / person closely associated | |
a) | Name | Michael Reisman |
2. | Reason for the notification | |
a) | Position / status | Independent 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 | Water Intelligence plc |
b) | LEI | 213800AL3BNXJ1HQLP10 |
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 Identification code | Option over Ordinary Shares Ordinary Shares
GB00BZ973D04 |
b) | Nature of the transaction | Grant of Options
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c) | Price(s) and volume(s) | 25,000 options at an exercise price of 750 pence |
d) | Aggregated information | See above |
| - Aggregated volume |
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| - Price |
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e) | Date of the transaction | 15 March 2021 |
f) | Place of the transaction | London Stock Exchange, AIM Market |
1. | Details of the PDMR / person closely associated | |
a) | Name | Laura Hills |
2. | Reason for the notification | |
a) | Position / status | Vice Chair |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Water Intelligence plc |
b) | LEI | 213800AL3BNXJ1HQLP10 |
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 Identification code | Option over Ordinary Shares Ordinary Shares
GB00BZ973D04 |
b) | Nature of the transaction | Grant of Options
|
c) | Price(s) and volume(s) | 25,000 options at an exercise price of 750 pence |
d) | Aggregated information | See above |
| - Aggregated volume |
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| - Price |
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e) | Date of the transaction | 15 March 2021 |
f) | Place of the transaction | London Stock Exchange, AIM Market |
1. | Details of the PDMR / person closely associated | |
a) | Name | Bobby Knell |
2. | Reason for the notification | |
a) | Position / status | 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 | Water Intelligence plc |
b) | LEI | 213800AL3BNXJ1HQLP10 |
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 Identification code | Option over Ordinary Shares Ordinary Shares
GB00BZ973D04 |
b) | Nature of the transaction | Grant of Options
|
c) | Price(s) and volume(s) | 25,000 options at an exercise price of 750 pence |
d) | Aggregated information | See above |
| - Aggregated volume |
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| - Price |
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e) | Date of the transaction | 15 March 2021 |
f) | Place of the transaction | London Stock Exchange, AIM Market |