TIDMEQT
RNS Number : 2361V
EQTEC PLC
04 April 2023
04 April 2023
EQTEC plc
("EQTEC", the "Company" or the "Group")
Agreements allowing for settlement of Director remuneration in
new Ordinary Shares
Extension of period to exercise Broker Option
EQTEC plc (AIM: EQT), a global technology innovator powering
distributed, decarbonised, new energy infrastructure through its
waste-to-value solutions for hydrogen, biofuels, and energy
generation provides the following update in respect of the proposed
payment of a proportion of Executive Directors' remuneration
payable in 2023 to be satisfied through the issue of new Ordinary
Shares, as noted in the Company's announcement of 21 March 2023
(the "Announcement").
The Announcement stated that the Board of Directors had proposed
that 24% of Executive Directors' remuneration payable in 2023 could
be satisfied, at the discretion of the Company's remuneration
committee, by the issue of new Ordinary Shares. The Company has now
entered into such agreement with the Executive Directors by way of
a variation letter (the "Variation Agreements"). Each Variation
Agreement facilitates the satisfaction of up to 24% of each
Executive Director's 2022 total cash compensation, in the form of
new Ordinary Shares.
The key terms of the Variation Agreements are as follows:
-- The aggregate value of share-settled remuneration to the
Executive Directors totals GBP242,772 (the "Value"), equating to a
maximum of, in aggregate, 110,351,079 new Ordinary Shares should
the remuneration committee decide to settle such amount through the
issuance of new Ordinary Shares, being calculated at the Placing
price of 0.22 pence per share;
-- New Ordinary Shares will be issued on a net-settled basis,
offset for any tax-related expenses or other statutory obligations;
and
-- Timing and payment of any settlement in new Ordinary Shares
is at the discretion of the remuneration committee, but should it
be settled in Ordinary Shares it will be within the 2023 financial
year.
Related Party Transactions - Directors' participation in the STI
Agreement
Yoel Alemán, David Palumbo, Jeffrey Vander Linden and Nauman
Babar, each of whom are Executive Directors of the Company (the
"Participating Directors"), have agreed to be issued up to, in
aggregate, 110,351,079 new Ordinary Shares pursuant to the
Variation Agreements. The Participating Directors are related
parties as defined in the AIM Rules. As a result, their
participation in the Variation Agreements are related party
transactions pursuant to Rule 13 of the AIM Rules.
Accordingly, Ian Pearson and Thomas Quigley, the independent
directors of the Company in respect of the Variation Agreements
(being the Non-Executive Directors), having consulted with the
Company's Nominated Adviser, Strand Hanson Limited, consider the
terms of the Variation Agreements to be fair and reasonable insofar
as the Company's shareholders are concerned.
A further announcement will be made at such time as any Ordinary
Shares are issued pursuant to any of the Variation Agreements.
Extension of period to exercise Broker Option
Given the difficulties experienced by some prospective investors
with attempting to participate in the Broker Option detailed in the
Announcement, the Company is extending the period for participation
until 21 April 2023.
The Announcement stated that, i n order to provide registered
EQTEC shareholders ("Existing Shareholders") with an opportunity to
participate on the same basis as Placees, the Company had granted
Global Investment Strategy UK Limited ("GIS") the authority to
raise up to an additional GBP550,000 (gross) for the Company via a
broker option (the "Broker Option"), by placing up to an additional
250 million Units ("Broker Option Units").
Existing Shareholders have been eligible to participate in the
Broker Option since close of business on 20 March 2023, with all
orders from such Existing Shareholders to be accepted and processed
by GIS. The Broker Option has not been underwritten.
Since that time, the Company has been made aware that a number
of Existing Shareholders have struggled to participate in the
Broker Option through their existing broker for operational or
other reasons. As a result, the Company has elected to extend the
participation period.
To subscribe for Broker Option Units, Existing Shareholders
should communicate their bid to GIS directly. Existing Shareholders
who wish to register their interest in participating in the Broker
Option Shares should email GIS at info@gisukltd.com. Each bid
should state the number of Broker Option Units the Existing
Shareholder wishes to subscribe for at the Placing Price.
The Broker Option is exercisable by GIS on more than one
occasion, at any time from the time of this announcement to 4.45
p.m. UK time on 21 April 2023, at its absolute discretion and
following consultation with the Company. There is no obligation on
GIS to exercise the Broker Option or to seek to procure subscribers
for the Broker Option.
None of the Broker Option Units are being offered or sold in any
jurisdiction where it would be unlawful to do so. No prospectus
will be issued in connection with the Broker Option.
The Company will make a further announcement as soon as
practicable following 21 April 2023 to confirm the number of Broker
Option Units issued pursuant to the Broker Option and the proceeds
of such issue.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Company's announcement released 21 March 2023.
This announcement contains inside information as defined in
Article 7 of the EU Market Abuse Regulation No 596/2014, as it
forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018, as amended, and has been announced in
accordance with the Company's obligations under Article 17 of that
Regulation.
ENQUIRIES
EQTEC plc
David Palumbo / Nauman Babar +44 20 3883 7009
Strand Hanson - Nomad & Financial
Adviser
James Harris / Richard Johnson +44 20 7409 3494
Panmure Gordon - Broker
John Prior / Hugh Rich +44 20 7886 2500
Instinctif - Media & investor EQTEC@instinctif.com
relations enquiries +44 791 717 8920 / +44 788
Guy Scarborough / Tim Field 788 4794
About EQTEC plc
As one of the world's most experienced gasification technology
and engineering companies, with a growing track record of
delivering operational and commercial success for transforming
waste-to-energy through best-in-class technology innovation,
engineering and project development, EQTEC brings together design
innovation, project delivery discipline and solid commercial
experience to add momentum to the global energy transition. EQTEC's
proven, proprietary and patented technology is at the centre of
clean energy projects, sourcing local waste, championing local
businesses, creating local jobs and supporting the transition to
localised, decentralised and resilient energy systems.
EQTEC designs, supplies and builds advanced gasification
facilities in the UK, EU and US, with highly efficient equipment
that is modular and scalable from 1MW to 30MW. EQTEC's versatile
solutions process over 50 varieties of feedstock, including
forestry wood waste, vegetation and other agricultural waste from
farmers, industrial waste and sludge from factories and municipal
waste, all with no hazardous or toxic emissions. EQTEC's solutions
produce a pure, high-quality synthesis gas ("syngas") that can be
used for the widest range of applications, including the generation
of electricity and heat, production of synthetic natural gas
(through methanation) or biofuels (through Fischer-Tropsch,
gas-to-liquid processing) and reforming of hydrogen.
EQTEC's technology integration capabilities enable the Group to
lead collaborative ecosystems of qualified partners and to build
sustainable waste reduction and green energy infrastructure around
the world.
The Company is quoted on AIM (ticker: EQT) and the London Stock
Exchange has awarded EQTEC the Green Economy Mark, which recognises
listed companies with 50% or more of revenues from
environmental/green solutions.
Further information on the Company can be found at www.eqtec.com
.
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