THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY SDX TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
22 November 2023
SDX Energy Plc ("SDX" or the "Company")
BOARD CHANGES AND GRANT OF GROWTH-LINKED INCENTIVES
SDX is pleased to announce key Board and Executive updates. The appointments build on the new senior management changes announced in May 2023.
Following the appointment of Daniel Gould as Managing Director in May 2023, the Board is pleased to appoint Daniel as Chief Executive Officer. Additionally, Daniel will also be joining the Board as an Executive Director. Both appointments will take place with immediate effect.
William McAvock, the Company's Chief Financial Officer, will also join the Board as an Executive Director, effective immediately. Jay Bhattacherjee, currently the interim Executive Chairman, will transition back to Non-Executive Chairman on 1 January 2024, but will remain active in supporting the Executives in delivering on the soon-to-be-released new growth strategy.
The Board has granted the following incentives, which are linked to significant growth milestones of the business, to the Executives and interim Executive Chairman, who are persons discharging managerial responsibilities ("PDMRs"):
| Daniel Gould | William McAvock | Lesley Maclean | Option strike price | Market cap milestone for vesting |
| 3,000,000 | 2,000,000 | 1,750,000 | £0.045 | £12,000,000 |
| 4,000,000 | 3,000,000 | 2,000,000 | £0.10 | £20,000,000 |
| 6,000,000 | 4,000,000 | 3,000,000 | £0.15 | £30,000,000 |
| 8,000,000 | 6,000,000 | 5,000,000 | £0.30 | £60,000,000 |
| 10,000,000 | 8,000,000 | 6,000,000 | £0.50 | £100,000,000 |
Vesting criteria:
· 15% of the first tranche of options with 4.5p strike price vest immediately when the market cap milestone is reached;
· a further 25% of the first tranche of options with 4.5p strike price when the market cap milestone is reached and 16 months have elapsed from the start of employment; and
· all other options vest when the market cap milestone is reached and 30 months have elapsed from the start of employment.
The Board has granted to the interim Executive Chairman, Mr Jay Bhattacherjee, nil cost options which vest if the market capitalisation of the Company stays at or above the milestones for twenty consecutive trading days, as shown in the table below:
| Market cap milestone for vesting | Nil cost options (% of ISC) |
| £12,000,000 | 0.42% |
| £20,000,000 | 0.47% |
| £30,000,000 | 1.00% |
| £60,000,000 | 1.00% |
| £100,000,000 | 1.25% |
Related party transaction
The grant of the awards constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The independent directors, Tim Linacre and Krzysztof Zielicki, consider, having consulted with the Company's Nominated Adviser, Shore Capital and Corporate Limited, that the terms of the related party transaction are fair and reasonable insofar as the Company's shareholders are concerned.
CEO Daniel Gould commented:
"I look forward to sharing the new company strategy that we have been working on diligently for the past few months and thank shareholders for their patience as we fine-tuned this to something that I truly believe will be an exciting direction for SDX. I am also pleased to be joining the Board to champion this new strategy, which I see has great potential for all SDX stakeholders."
Chairman Jay Bhattacherjee commented:
"I am pleased to continue to support Daniel and the Executive team, who have done an excellent job since joining, and I remain committed to delivering on operational and commercial guidance. The Company looks forward to an ambitious future and the management are aligning themselves to this potential with the grant of incentives which are materially geared to substantial growth of the Company."
Additional Information in respect of the AIM Rules
In accordance with Schedule 2(g) of the AIM Rules, Daniel Popov Gould, aged 43, holds or has held in the past 5 years the following directorships and partnerships:
Current directorships/partnerships
Privat 3 Money Ltd
Morgiou Limited
Previous directorships/partnerships within the last 5 years
Nodamatics Ltd
Pattamar Limited
Vision Bank Limited
Liwathon Limited
There is no further information required to be disclosed in respect of the above appointment pursuant to Rule 17 and Schedule 2 (g) of the AIM Rules for Companies.
In accordance with Schedule 2(g) of the AIM Rules, William Patrick McAvock, aged 54, holds or has held in the past 5 years the following directorships and partnerships:
Previous directorships/partnerships within the last 5 years
Block Energy PLC
Hencham Limited
Block Rustaveli Limited
There is no further information required to be disclosed in respect of the above appointment pursuant to Rule 17 and Schedule 2 (g) of the AIM Rules for Companies.
For further information:
| SDX Energy Plc Daniel Gould, Managing Director William McAvock, Chief Financial Officer Tel: +44 (0) 20 3219 5640
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| Shore Capital (Nominated Adviser and Broker) Toby Gibbs/Iain Sexton Tel: +44 (0) 20 7408 4090 | |
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InHouseIR (Investor and Media Relations) Sarah Dees/Oliver Clark Email: sdx@inhouseir.com Tel: +44 (0) 7881 650 813 / +44 (0) 20 3239 1669
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| Camarco (PR) Billy Clegg/Owen Roberts/Violet Wilson Tel: +44 (0) 20 3757 4980
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About SDX
For further information, please see the Company's website at www.sdxenergygroup.com or the Company's filed documents at www.sedar.com
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCA") with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Jay Bhattacherjee | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Non-Executive Chairman | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | SDX Energy plc | ||||
| b) | LEI | 213800ALYZJ5JN26DY75 | ||||
| 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 | Options to acquire ordinary shares in SDX Energy plc ISIN GB00BJ5JNL69 | ||||
| b) | Nature of the transaction | Grant of share options | ||||
| c) | Price(s) and volumes(s) |
*Based on current issued share capital
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 21 November 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Daniel Gould | ||||
| 2 | Reason for 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 | SDX Energy plc | ||||
| b) | LEI | 213800ALYZJ5JN26DY75 | ||||
| 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 | Options to acquire ordinary shares in SDX Energy plc ISIN GB00BJ5JNL69 | ||||
| b) | Nature of the transaction | Grant of share options | ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 21 November 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | William McAvock | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Chief Financial Officer | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | SDX Energy plc | ||||
| b) | LEI | 213800ALYZJ5JN26DY75 | ||||
| 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 | Options to acquire ordinary shares in SDX Energy plc ISIN GB00BJ5JNL69 | ||||
| b) | Nature of the transaction | Grant of share options | ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 21 November 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Lesley Maclean | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Head of Corporate Development | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | SDX Energy plc | ||||
| b) | LEI | 213800ALYZJ5JN26DY75 | ||||
| 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 | Options to acquire ordinary shares in SDX Energy plc ISIN GB00BJ5JNL69 | ||||
| b) | Nature of the transaction | Grant of share options | ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 21 November 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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