Management Incentive Plan

RNS Number : 3702S

eEnergy Group PLC

08 July 2020

 

8 July 2020

eEnergy Group plc

("eEnergy" or "the Company")

Management Incentive Plan

The Board of eEnergy Group plc (AIM: EAAS), a leading "Energy Efficiency-as-a-Service" (EEaaS) business, today announces the implementation of a management incentive plan ("MIP") to retain and incentivise key management personnel. 

The rationale and detail of the MIP were outlined at the time of the Group's admission to AIM.  The Group's Remuneration Committee ("Remco") has ensured that incentives are granted on terms which incentivise sustainable long-term growth and align Directors' and employees' interests with the interests of shareholders.

Structure of MIP

The MIP is linked to the growth in the value of the Company. The forms of incentive award to be implemented as part of the MIP comprise:

(a)  "Growth Share Awards": awards granted in the form of an immediate beneficial interest to be held by participants in a discrete and bespoke class of ordinary shares ("Growth Shares") in eEnergy Holdings Limited, a wholly owned subsidiary of the Company.  After a minimum period of three years, the Growth Shares may be exchanged for new ordinary shares of 0.3 pence each in the Company ("Ordinary Shares"), subject to meeting performance conditions.

(b)  "Share Options": awards granted in the form of a share option with an exercise price equal to the market value of an Ordinary Share at the date of Grant. These are structured to qualify for the tax advantaged Enterprise Management Incentive ("EMI Share Options").

Under the MIP, the aggregate value of EMI Share Options and the Growth Shares is capped at 12.5% of the Company's market capitalisation on conversion of the Growth Shares.

Malus, clawback and leaver provisions apply to the MIP as outlined in the Admission Document.

Growth Shares

The following Directors ("Participants") have agreed to subscribe for Growth Shares in eEnergy Holdings Limited for their tax market value as set out in the table below.  This value was determined by the Company's independent advisers, Deloitte LLP.  Payment of the subscription monies by the Participants is a firm commitment, with payment normally deferred until the MIP matures.

Director	Percentage of Growth shares	Aggregate Subscription Price
Harvey Sinclair	55	£298,650
Ric Williams	25	£135,750
Andrew Lawley	10	£54,300
David Nicholl	10	£54,300
Total	100	£543,000

The Participants earn a percentage share of the "Value Created", being the difference between the Group's market capitalisation (one-month average) at the start and end of the measurement period (which is at least three years) adding any returns to shareholders such as dividends and deducting the value of new shares issued for cash or otherwise.  The percentage share of the Value Created is subject to a minimum Total Shareholder Return ("TSR") hurdle of 5% and up to 15% TSR is equal to the annual TSR realised by shareholders over the measurement period, and thereafter increased on a straight line basis so that at 25% TSR the share of the Value Created is 20%, which is the maximum percentage of the Value Created allocated to the MIP.

Growth Shares can be exchanged for Ordinary Shares after three or four years at the Company's or Participant's option, based on the Value Created at that time.  The value of any EMI Share Options held by a Participant are deducted from the value of their Growth Shares before conversion to Ordinary Shares.  

The Remco must be satisfied that the gains on the Growth Shares are justified by the underlying financial performance of the Group. 

Participants will be required to hold 50% of any Ordinary Shares acquired on conversion of the Growth Shares until the end of the fourth year (30 June 2024). 

On a change of control, the TSR growth rate up to that date is measured and if the 5% minimum is achieved, Participants will share in the value created. 

EMI options

The Company has granted the following EMI Share Options over Ordinary shares at an exercise price of 6.12 pence, based on the closing price on Monday 6 July 2020:

Director	EMI Share Options	Percentage of issued share capital
Harvey Sinclair	4,084,960	2.8%
Ric Williams	4,084,960	2.8%
Total	8,169,920	5.6%

The EMI options are exercisable when the MIP matures, being a minimum period of three years.  The Remuneration Committee must be satisfied that the returns are justified by the underlying financial performance of the Group.  

The award of the MIP to Directors is considered to be a related party transaction for the purposes of Rule 13 of the AIM Rules.  Nigel Burton, who is a member of the Remco and is not participating in the MIP and is therefore considered to be independent for this purpose, considers, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, that the terms of the MIP are fair and reasonable insofar as the shareholders of eEnergy are concerned.  Andrew Lawley and David Nicholl, who are both subscribing for Growth Shares, have not participated in the deliberations of the Remco on the terms of the MIP.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

-ends-

Contacts:

eEnergy Group plc	Tel: [phone]
Harvey Sinclair, Chief Executive Officer	[e-mail] ; www.eenergyplc.com
Cairn Financial Advisers (Nominated Adviser)	Tel: [phone]
Sandy Jamieson / James Caithie
Turner Pope Investments (Broker)	Tel: [phone]
Andy Thacker / Zoe Alexander	[e-mail]
Newgate Communications	Tel: [phone]
Giles Croot / Robin Tozer	[e-mail]

About eEnergy Group plc

eEnergy is an established "Energy Efficiency-as-a-Service" (EEaaS) business currently focused on providing "Light-as-a-Service" to customers through eLight. eLight helps businesses and schools switch to LED lighting for a fixed monthly service fee, avoiding any upfront payments. For customers, the energy savings are greater than the monthly service fee, allowing them to unlock free cashflow from day one as well as to improve the quality of their lighting and reduce carbon emissions.  eLight procures, funds, installs and maintains the LED lighting, meaning the customer has no risk.

eEnergy was admitted to AIM in January 2020. The Board's strategy is to develop eEnergy as a broader energy services company and acquire other businesses in the energy management sector. The market in the EU for energy efficiency services was approximately €25 billion in 2017 and is expected to double by 2025. 

eEnergy has been awarded The Green Economy Mark by the London Stock Exchange, which recognises a company's work on sustainability. 

https://eenergyplc.com/  

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	a)  Harvey Sinclair b)  Richard Williams
2	Reason for notification
a.	Position/Status	a)  Director of the Company b)  Director of the Company
b.	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	eEnergy Group plc
b.	LEI	2138003SZQSPC16PLX94
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	Options over Ordinary shares of 0.3p each ISIN: GB00BJP1KD31
b.	Nature of the transaction	Grant of EMI Share Options under the Company's Management Incentive Plan
c.	Price(s) and volume(s)
			Price(s) per share	Volume(s)
			a) 6.12 pence b) 6.12 pence	a) 4,084,960 b) 4,084,960
d.	Aggregated information -  Volume -  -  Price	8,169,920 6.12 pence
e.	Date of the transaction	07 July 2020
f.	Place of the transaction	London Stock Exchange, AIM

 

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