Growth Share Plan

RNS Number : 3911V

Eagle Eye Solutions Group PLC

05 April 2023

 

5 April 2023

Eagle Eye Solutions Group PLC

("Eagle Eye", the "Company" or the "Group")

Growth Share Plan

Eagle Eye , a leading SaaS technology company that creates digital connections enabling personalised, real-time marketing , announces the adoption of a new growth share plan (the "Growth Plan").

Background and Rationale

The Remuneration Committee considers that the introduction of the Growth Plan will drive long-term sustainable growth and build shareholder value on our ambition to be a £1bn market capitalisation business, whilst enabling the retention and motivation of significant core talent and senior leaders of the Company.

The Growth Plan, created with the guidance of KPMG, has been the subject of an extensive shareholder consultation process conducted by both the Chairman of the Remuneration Committee, Robert Senior and Chairman of Eagle Eye, Malcolm Wall. This exercise provided valuable feedback which has been taken on board in finalising the terms of the Growth Plan.

The Growth Plan, a one-off award of B shares in Eagle Eye Solutions Holdings Limited ("B shares"), an intermediate holding company of the Group, which are convertible on exercise into ordinary shares in Eagle Eye ("Ordinary Shares"), is designed to focus solely on creating shareholder value through a series of distinct, stretching share price hurdles, as listed below. The awards under the Growth Plan will vest on the third anniversary of grant and, unless converted into Ordinary Shares, expire after ten years from grant. 

The key terms of the Growth Plan are summarised below:

	Hurdle 1	Hurdle 2	Hurdle 3	Maximum
Hurdle E agle Eye share price	855.0p	1,198.0p	1,711.0p	3,422.0p
Implied market cap 2	£250m	£350m	£500m	£1.0bn
% of value created available for distribution	3%	4%	5%	5%
Cumulative award size as at the date of the performance condition being achieved¹	£2.5m	£7.3m	£16.7m	£41.7m
Implied shareholder value created over term of plan	£83.4m	£183.4m	£333.4m	£833.4m
Cumulative dilution1,2	1.0%	2.1%	3.2%	4.0%

1 Assuming all vested shares are awarded and subsisting
2 Calculated using the hurdle Eagle Eye share price based on Eagle Eye's current issued share capital

Director and PDMR participation in the Growth Plan

Awards under the Growth Plan of B shares have been made to the following Executive Directors and persons discharging managerial responsibilities ("PDMRs") of Eagle Eye for £0.001 per B share as follows:

Director/PDMR	Role	Number of B shares subscribed for	Maximum potential award under the Growth Plan for reaching an implied market cap of in excess of £1.0bn	% of existing issued ordinary share capital of Eagle Eye on full vesting
Tim Mason	Chief Executive Officer	1,720	£7.2m	0.69%
Steve Rothwell	Chief Technology Officer	1,290	£5.4m	0.52%
Lucy Sharman-Munday	Chief Financial Officer	1,290	£5.4m	0.52%
Al Henderson	Chief Sales Officer	860	£3.6m	0.34%
David Aylmer	Chief Operating Officer	860	£3.6m	0.34%
Claire Essex-Crosby	Chief People Officer	860	£3.6m	0.34%
James Esson	Company Secretary	860	£3.6m	0.34%

Assuming all vesting criteria are met, the fully diluted number of Ordinary Shares would be 30,442,265; of which the total number of Ordinary Shares over which the Growth Plan represents 4.0% of the fully diluted number of Ordinary Shares.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.  Tim Mason 2.  Steve Rothwell 3.  Lucy Sharman-Munday 4.  Al Henderson 5.  David Aylmer 6.  Claire Essex-Crosby 7.  James Esson
2	Reason for the notification
a)	Position/status	1.  Chief Executive Officer 2.  Chief Information Officer 3.  Chief Financial Officer 4.  Chief Sales Officer 5.  Chief Operating Officer 6.  Chief People Officer 7.  Company Secretary
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Eagle Eye Solutions Group plc
b)	LEI	2138002S1AIBVVMZ7A21
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	B Ordinary shares of £0.001 each in the share capital of Eagle Eye Solutions Limited convertible into Ordinary Shares of 1p each in the capital of the Company GB00BKF1YD83
b)	Nature of transaction	Issue of B Ordinary shares of £0.001 each in the share capital of Eagle Eye Solutions Limited
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.001 subscription price per share	1.  1,720 2.  1,290 3.  1,290 4.  860 5.  860 6.  860 7.  860
	Aggregated information -  Aggregated volume -  Price	N/A
e)	Date of the transaction	4 April 2023
f)	Place of the transaction	Outside of a trading venue

  Enquiries:

Eagle Eye Solutions Group plc	Tel: [phone]
Tim Mason, Chief Executive Officer
Lucy Sharman-Munday, Chief Financial Officer
Investec Bank plc (Nominated Adviser & Joint Broker)	Tel: [phone]
Corporate Broking & PLC Advisory: David Anderson, Nick Prowting
Shore Capital (Joint Broker)	Tel: [phone]
Corporate Advisory: Daniel Bush, David Coaten, Lucy Bowden Corporate Broking: Henry Willcocks
Alma PR (Financial PR)	Tel: [phone]
Caroline Forde, Hannah Campbell

About Eagle Eye

Eagle Eye is a leading SaaS technology company transforming marketing by creating digital connections that enable personalised performance marketing in real time through coupons, loyalty, apps, subscriptions and gift services.

Eagle Eye AIR enables the secure issuance and redemption of digital offers and rewards at scale, across multiple channels, enabling a single customer view. The Group creates a network between merchants, brands and audiences to enable customer acquisition, interaction and retention at lower cost whilst driving marketing innovation.

The Company's current customer base comprises leading names in UK Grocery, Retail, Leisure and Food & Beverage sectors, including Asda, Sainsbury's, Tesco, Waitrose and John Lewis & Partners, Virgin Red, JD Sports, Pret A Manger, Greggs, Mitchells & Butlers, PizzaExpress; in North America, Loblaws, Shoppers Drug Mart, Southeastern Grocers and Staples US Retail and in Australia & New Zealand, Woolworths Group and The Warehouse Group. In January 2023, the Group acquired France based Untie Nots, a personalised promotions business, adding Carrefour, E. Leclerc, Auchan and other leading brands to its European customer base.

Web -  www.eagleeye.com

 

END

 

 

MSCMZGGDLDLGFZM