Management Incentivisation

RNS Number : 9845W

i(x) Net Zero PLC

21 April 2023

 

The information contained within this Announcement is deemed by i(x) Net Zero plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

21 April 2023

i(x) Net Zero PLC

("i(x) Net Zero" or the "Company")

Management incentivisation

i(x) Net Zero PLC (AIM: IX.), the investing company which focuses on Energy Transition and Sustainability in the Built Environment, announces that further to its announcement regarding the strategic update and board changes, it has today entered into new incentivisation arrangements.

Options

In order to effectively incentivise the management team the Company has today agreed to issue a total of 6,324,545 options to subscribe for new Ordinary Shares in the Company ("Options") under the 2022 i(x) Net Zero Plc Equity Incentive Plan (the "EIP").  The Options all have an exercise price of 20p, being a 142.4 per cent premium to yesterday's closing share price on AIM of 8.25p.  The Options vest over a period of three years, with a third vesting on each of the three successive anniversaries of the date of grant.

The option grants include the following grants to Executives and related parties (for the purposes of the AIM Rules for Companies):

Executive	Position	Options granted	Exercise price	Total options now held
Par Lindstrom	CEO & CIO	3,083,216	20p	3,083,216
Jonathan Stearns	CFO	2,450,761	20p	2,450,761
Dmitri Tsvetkov	COO & Group Director of Finance	790,568	20p	790,568

On 4 February 2022, in conjunction with its IPO, the Company issued options over Ordinary Shares representing approximately 6.3 per cent. of the Company's issued share capital under the EIP ("IPO Options").  In conjunction with the above issuance of Options, all remaining IPO Options that have not yet already lapsed, have been surrendered. In total, 2,166,157 share options have been surrendered, of which 1,375,589 were held by Par Lindstrom and 790,568 were held by Dmitri Tsvetkov.  

Following the new grant of the Options, and the surrender of IPO Options, the Company has a total of  6,324,545 options to subscribe for new Ordinary Shares outstanding, which represents 8.0 per cent of the Company's current issued share capital at the date of this announcement (and prior to the issue of the shares referred to below).

CEO Bonuses

In December 2022, the Company agreed to pay to Pär Lindström an incentive bonus of £160,772 in respect of the year ended 31 December 2022, an amount which equates to approximately 50% of his annual compensation for the year. In order to preserve the Company's cash resources and to demonstrate his commitment to the Company, Mr Lindström has agreed to apply this sum to a subscription of new ordinary shares at yesterday's closing price of 8.25p per share.  This will result in the issue of 1,948,748 new ordinary shares to Mr Lindström ("2022 Bonus Shares").  The 2022 Bonus Shares represent 2.5% of the issued share capital as at the date of this announcement and prior to the issue of shares referred to in this announcement. 

Furthermore, as part of his promotion to CEO in January 2023, the Company agreed to pay Mr Lindström a promotion bonus based on increased responsibilities as CEO of £401,929 being approximately 120% of his 2023 annual compensation.  In order to preserve the Company's cash resources and to demonstrate his commitment to the Company, Mr Lindström has also agreed to apply this sum to a subscription of new ordinary shares at yesterday's closing price of 8.25p per share.  This will result in the issue of 4,871,870 new ordinary shares to Mr Lindström ("CEO Bonus Shares"). The CEO Bonus Shares represent 6.2% of the issued share capital as at the date of this announcement and prior to the issue of shares referred to in this announcement. 

By way of further alignment to shareholders and the creation of shareholder value, in respect of the 2022 Bonus Shares and CEO Bonus Shares, the shares subscribed for by Mr Lindström pursuant to each of these bonus schemes will be subject to a risk of forfeiture and may not be sold or otherwise transferred until such forfeiture risk has lapsed. Specifically, Mr. Lindstrom may not sell, transfer, or otherwise transact in these shares until such time as the risk of forfeiture with respect to the bonus shares has lapsed. This forfeiture risk will expire if and when the Company's Net Asset value reaches and exceeds $120 million within the 24 month period following their issue ("NAV Hurdle").  If the NAV Hurdle is not met in that time period, the bonus shares will be forfeited back to the Company.

Following the surrender of the IPO Options, the issue of the 2022 Bonus shares and the CEO Bonus Shares, Mr Lindström will hold 9,602,930 Ordinary shares, representing 11.2 per cent of shares in issue following the issue of the 2022 Bonus share and the CEO Bonus Shares, of which 7.9% are subject to the forfeiture arrangements if the NAV hurdle is not met.  In addition, Mr Lindström will hold options over 3,083,216 Ordinary Shares. 

Application has been made to the London Stock Exchange for the 2022 Bonus Shares and the CEO Bonus Shares to be admitted to trading on AIM ("Admission"). Admission is expected to become effective at 8.00 am on or around 26 April 2023.

Total Voting Rights

Following Admission, the Company will have 85,877,429 Ordinary Shares in issue, each carrying the right to one vote. No Ordinary Shares are held by the Company in treasury. The total number of voting rights in the Company is therefore 85,877,429. The above figure of  85,877,429 may be used by shareholders in the Company 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 FCA's Disclosure Guidance and Transparency Rules.

Related Party Opinion

As Pär Lindström , Jonathan Stearns and Dmitri Tsvetkov are all related parties for the purposes of the AIM Rules for Companies and the grant of the Options is considered a related party transaction for the purposes of the AIM Rules for Companies. The independent directors, being Nicholas Hurd, Alice Chapple and Patricia McCall, having consulted with Canaccord Genuity Limited, the Company's Nominated Adviser, consider the terms of the grant of the Options to be fair and reasonable insofar as the Company's shareholders are concerned.

As Pär Lindström is a related party for the purposes of the AIM Rules for Companies his subscription for the 2022 Bonus Shares and the CEO Bonus Shares are considered related party transactions for the purposes of the AIM Rules for Companies. The independent directors, being Nicholas Hurd, Alice Chapple, Jonathan Stearns and Patricia McCall, having consulted with Canaccord Genuity Limited, the Company's Nominated Adviser, consider the subscription for the 2022 Bonus shares and the CEO Bonus Shares to be fair and reasonable insofar as the Company's shareholders are concerned.

Further details of PDMR dealings are set out below and made in accordance with the requirements of the EU Market Abuse Regulation (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018).

- Ends -

For further information visit  https://ixnetzero.com/ or contact:

i(x) Net Zero	Via Buchanan below
Pär Lindström - Chief Executive Officer
Jonathan Stearns - Chief Financial Officer
Canaccord Genuity Limited Nominated Adviser & Broker	[phone]
Max Hartley
Harry Pardoe
Buchanan
Helen Tarbet	[phone]
Simon Compton	[phone]
Abby Gilchrist	[phone]

Notes to Editors

About i(x) Net Zero PLC

i(x) Net Zero PLC is an AIM quoted investing company that provides its shareholders the opportunity to create long- term capital growth with positive, scalable, measurable and sustainable impact on the environment and on the communities it serves.

In accordance with its belief that the world's biggest problems are also the biggest market opportunities, i(x) Net Zero focuses on two critical areas in which it aims to make a positive impact: (i) Energy Transition and (ii) Sustainability in the Built Environment. The Company uses a multi-strategy investment approach, providing the companies in which it invests with the expertise and catalytic capital to help them grow. To date, i(x) Net Zero has invested in biofuels, direct air capture (carbon removal), renewable energy, sustainable workforce housing and net zero construction technology.

i(x) Net Zero is a signatory to the UN Principles for Responsible Investing. The Company has received the London Stock Exchange's Green Economy Mark.

1	Details of the person discharging managerial responsibilities
a)	Name	Par Lindstrom
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	i(x) Net Zero PLC
b)	LEI	213800YUAD1FCXH29638
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	Ordinary Shares of no par value
b)	Identification code of the Financial Instrument	JE00BP4DVJ57
c)	Nature of the transaction	Award of Share Options
d)	Price(s) and volume(s)	Price(s) Volume(s) Exercise Price: 20p 3,083,216
e)	Aggregated information:  volume, Price	N/a
f)	Date of the transaction	21 April 2023
g)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities
a)	Name	Jonathan Stearns
2	Reason for the notification
a)	Position/status	Chief Finance Officer
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	i(x) Net Zero PLC
b)	LEI	213800YUAD1FCXH29638
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	Ordinary Shares of no par value
b)	Identification code of the Financial Instrument	JE00BP4DVJ57
c)	Nature of the transaction	Award of Share Options
d)	Price(s) and volume(s)	Price(s) Volume(s) Exercise Price: 20p 2,450,761
e)	Aggregated information:  volume, Price	N/a
f)	Date of the transaction	21 April 2023
g)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities
a)	Name	Dmitri Tsvetkov
2	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	i(x) Net Zero PLC
b)	LEI	213800YUAD1FCXH29638
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	Ordinary Shares of no par value
b)	Identification code of the Financial Instrument	JE00BP4DVJ57
c)	Nature of the transaction	Award of Share Options
d)	Price(s) and volume(s)	Price(s) Volume(s) Exercise Price: 20p 790,568
e)	Aggregated information:  volume, Price	N/a
f)	Date of the transaction	21 April 2023
g)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities
a)	Name	Par Lindstrom
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	i(x) Net Zero PLC
b)	LEI	213800YUAD1FCXH29638
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	Ordinary Shares of no par value
b)	Identification code of the Financial Instrument	JE00BP4DVJ57
c)	Nature of the transaction	Subscription of New Ordinary Shares
d)	Price(s) and volume(s)	Price(s) Volume(s) Nil 6,820,618
e)	Aggregated information:  volume, Price	N/a
f)	Date of the transaction	21 April 2023
g)	Place of the transaction	London Stock Exchange

 

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