EQTEC plc (LON:EQT), the technology solution company for waste gasification to energy projects, today announced that, further to its announcement of 28 June 2019, certain Directors and senior managers of the Company have now agreed the following cash reductions to their remuneration:
- Thomas Quigley, Non-Executive Director of the Company, has agreed:
– that his remuneration for the period from 1 July 2019 until 31 December 2019 will be paid to him in arrears on the first business day following the end of this period and he has irrevocably undertaken to apply this sum (net of any required tax deductions) in subscribing for new ordinary shares of €0.001 each in the capital of the Company (“Ordinary Shares”) at a price of 0.33 pence per share (the “Conversion Price”), being equal to the placing price of the placing announced on 28 June 2019; and
– that his remuneration for the period from 1 January 2020 until 30 June 2020 will be paid to him on a monthly basis on the last business day of each month and he has irrevocably undertaken to apply this sum (net of any required tax deductions) in subscribing for new Ordinary Shares in the Company at the Conversion Price,
(the “Non-Executive Remuneration Arrangement”).
- Ian Price and Gerry Madden, Executive Directors of the Company, have agreed:
– that 40 per cent. of their remuneration for the period from 1 July 2019 until 31 December 2019 will be paid to them in arrears on the first business day following the end of this period and each has irrevocably undertaken to apply this sum (net of any required tax deductions) in subscribing for new Ordinary Shares in the Company at the Conversion Price; and
– that 40 per cent. of their remuneration for the period from 1 January 2020 until 30 June 2020 will be paid to them on a monthly basis on the last business day of each month and, each has irrevocably undertaken to apply this sum (net of any required tax deductions) in subscribing for new Ordinary Shares in the Company at the Conversion Price,
(the “Executive Remuneration Arrangement”).
- Yoel Aleman and David Palumbo, senior managers of the Group, being Chief Technical Director and Commercial Director respectively, have agreed:
– that 40 per cent. of their remuneration for the period from 1 July 2019 until 31 December 2019 will be paid to them in arrears on the first business day following the end of this period and each has irrevocably undertaken to apply this sum (net of any required tax deductions) in subscribing for new Ordinary Shares in the Company at the Conversion Price; and
– that 40 per cent. of their remuneration for the period from 1 January 2020 until 30 June 2020 will be paid to them on a monthly basis on the last business day of each month and, each has irrevocably undertaken to apply this sum (net of any required tax deductions) in subscribing for new Ordinary Shares in the Company at the Conversion Price.
The Directors and senior managers have each undertaken that they will only dispose of any interest in the new Ordinary Shares until June 2020 through the Company’s broker.
In addition, further to the announcement of 28 June 2019, the Company has agreed to issue 15,151,515 new Ordinary Shares to Mr Quigley, trading as Cloudberry Corporate Advisers, in lieu of corporate advisory fees in relation to the debt restructuring announced on 28 June 2019 (the “Cloudberry Shares”). On admission of the Cloudberry Shares, Mr Quigley will be interested in 15,345,063 Ordinary Shares representing 0.50% of the Company’s issued share capital (as enlarged by the Cloudberry Shares).
Further to the announcement of 28 June 2019, the Company has also issued 30,773,543 warrants to subscribe for such number of new Ordinary Shares.
Related party transactions
As Directors of EQTEC, Ian Price, Gerry Madden and Thomas Quigley are related parties of the Company under the AIM Rules for Companies (“AIM Rules”). As a result, the Non-Executive Remuneration Arrangement, the Executive Remuneration Arrangement and the issue of the Cloudberry Shares are related party transactions pursuant to Rule 13 of the AIM Rules. Accordingly, the independent Director of the Company (being Ian Pearson), having consulted with the Company’s Nominated Adviser, Strand Hanson Limited, considers that the terms of the Non-Executive Remuneration Arrangement, the Executive Remuneration Arrangement and the issue of the Cloudberry Shares are fair and reasonable in so far as the Company’s shareholders are concerned.
Admission and total voting rights
Application will be made to the London Stock Exchange for admission of the Cloudberry Shares to trading on AIM (“Admission”). It is expected that Admission will become effective and dealings in the Cloudberry Shares will commence on or around 15 July 2019.
Following Admission, the Company will have a total of 3,092,505,807 Ordinary Shares in issue carrying voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, with effect from Admission, 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 Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
