AFC Energy Plc CEO Contract Renewal (4232T)
July 17 2015 - 10:31AM
UK Regulatory
TIDMAFC
RNS Number : 4232T
AFC Energy Plc
17 July 2015
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 Duration Strike Price Condition
Options of Options to Vesting
-------- ---------- ------------ ------------- -------------------
Share price
exceeding
GBP1.00
for 30
consecutive
1 1,000,000 10 years 51p days
-------- ---------- ------------ ------------- -------------------
Share price
exceeding
GBP1.50
for 30
consecutive
2 1,000,000 10 years 51p days
-------- ---------- ------------ ------------- -------------------
Share price
exceeding
GBP2.00
for 30
consecutive
3 1,000,000 10 years 51p days
-------- ---------- ------------ ------------- -------------------
Kore system
operating
at 200kW
for 14
consecutive
4 500,000 10 years 51p days
-------- ---------- ------------ ------------- -------------------
Kore system
operating
at 200kW
for 30
consecutive
5 500,000 10 years 51p days
-------- ---------- ------------ ------------- -------------------
Kore system
operating
at 200kW
for 90
consecutive
6 500,000 10 years 51p days
-------- ---------- ------------ ------------- -------------------
Kore system
operating
at 200kW
for 180
consecutive
7 500,000 10 years 51p days
-------- ---------- ------------ ------------- -------------------
The Company
entering
into a
binding
contract
for the
volume
manufacture
of its
fuel cell
8 500,000 10 years 51p system
-------- ---------- ------------ ------------- -------------------
The Company
entering
into a
binding
contract
for the
installation
and commissioning
of its
fuel cell
9 500,000 10 years 51p 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) +44 (0) 20 3697 1209
Zeus Capital Limited - Nominated Adviser and Joint Broker
Phil Walker, John Treacy
Alex Davies, John Goold +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
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