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 Eagle 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
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| | Aggregated information - Aggregated volume - Price | N/A
| |
| e) | Date of the transaction | 4 April 2023
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| f) | Place of the transaction | Outside of a trading venue
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Enquiries:
| Eagle Eye Solutions Group plc | Tel: 0844 824 3686 |
| Tim Mason, Chief Executive Officer |
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| Lucy Sharman-Munday, Chief Financial Officer |
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| Investec Bank plc (Nominated Adviser & Joint Broker) | Tel: +44 20 7597 5970 |
| Corporate Broking & PLC Advisory: David Anderson, Nick Prowting |
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| Shore Capital (Joint Broker) | Tel: +44 20 7408 4090 |
| Corporate Advisory: Daniel Bush, David Coaten, Lucy Bowden Corporate Broking: Henry Willcocks |
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| Alma PR (Financial PR) | Tel: +44 20 3405 0205 |
| Caroline Forde, Hannah Campbell |
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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
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