AFC Energy Plc
3 February 2025
AFC Energy Plc
("AFC Energy" or the "Company")
Grant of Share Options and Directorate Remuneration
AFC Energy (AIM: AFC) announces that it has today agreed the awards by way of nominal cost options over, in aggregate, 14,795,076 ordinary shares of £0.001 each in the Company ("Ordinary Shares") (the "Buyout Awards") to John Wilson, Chief Executive Officer and Karl Bostock, Chief Financial Officer, as detailed in the table below. This represents, in aggregate, 1.73% of the Company's current issued share capital.
In connection with the respective appointments of John Wilson as Chief Executive Officer and Karl Bostock as Chief Financial Officer, it was agreed that the Buyout Awards would be made as compensation for unvested incentives forfeited from their respective previous employers. The Buyout Awards are calculated at a share price of 10.65 pence for John Wilson and 9.25 pence for Karl Bostock, each being the Company's share price prior to the grant of such awards by the Company. The Buyout Awards have been approved by the Company's Remuneration Committee.
The Buyout Awards entitle the individual to acquire Ordinary Shares up to the maximum number set out below subject to continued employment and the AFC Energy Plc 2018 Employee Share Option Plan. The vesting timetable of such Buyout Awards is as follows:
| Option Holder | Number of Awards | Vesting Date
|
| John Wilson | 3,286,385 | 6 January 2026 |
| John Wilson | 1,525,822 | 6 January 2026 |
| John Wilson | 1,525,822 | 6 January 2027 |
| John Wilson | 1,525,822 | 6 January 2028 |
| John Wilson | 1,525,820 | 6 January 2029 |
| Karl Bostock | 1,801,802 | 20 January 2026 |
| Karl Bostock | 1,801,802 | 20 January 2027 |
| Karl Bostock | 1,801,801 | 20 January 2028 |
| Total | 14,795,076 | |
Directorate Remuneration
Further to the Company's announcements on 23 July 2024 and 5 January 2025, the Company announces Gary Bullard's remuneration for serving as Executive Chairman and interim Chief Executive Officer is to be by way of a grant of 1,088,990 Ordinary Shares in the Company, such number of shares being equal in value to a total salary of £217,600, (subject to applicable deductions) for the period served, using the average share price of the Company between 22 July 2024 and 31 January 2025 of 10.99 pence (the "Remuneration Shares"). The Remuneration Shares have been approved by the Company's Remuneration Committee.
Director interests
Following the issue of the Buyout Awards and the Remuneration Shares, the below directors will have the following interests in the Company:
| Director | Shares | % of issued share capital(1) | Options | % of issued share capital(1) |
| Gary Bullard | 2,555,657 | 0.30% | 0 | 0.30% |
| John Wilson | 0 | N/A | 9,389,671 | 1.10% |
| Karl Bostock | 0 | N/A | 5,405,405 | 0.63% |
(1) Post issue of Remuneration Shares
Admission
Application will be made to the London Stock Exchange for admission of the Remuneration Shares to trading on AIM ("Admission"). It is expected that Admission will become effective at or around 8.00 a.m. on 5 February 2025.
Following Admission, the Company's issued share capital will comprise of 855,446,796 Ordinary Shares each with voting rights, and this number 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. The Company does not hold any shares in treasury.
Set out below are the notifications made in accordance with Article 19 of the UK Market Abuse Regulation.
For further information, please contact:
| AFC Energy plc Gerry Agnew (Chairman of Remuneration Committee)
| +44 (0) 14 8327 6726 |
|
Peel Hunt LLP - Nominated Adviser and Joint Broker Richard Crichton / Georgia Langoulant / Emily Bhasin |
+44 (0) 207 418 8900
|
| Zeus - Joint Broker David Foreman / James Hornigold (Investment Banking) Dominic King (Corporate Broking) / Rupert Woolfenden (Sales) | +44 (0) 203 829 5000 |
|
RBC Capital Markets - Joint Broker Matthew Coakes / Teri Su Eduardo Famini / Jack Wood
FTI Consulting - Financial PR Advisors Ben Brewerton / Chris Laing / Evie Taylor |
+44 (0) 20 7653 4000
+44 (0) 203 727 1000 |
| 1
| Details of the person discharging managerial responsibilities / person closely associate | |||||
| a)
| Name
| John Wilson | ||||
| 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
| AFC Energy Plc | ||||
| b)
| LEI
| 213800SRJST19GNS9U35 | ||||
| 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
| Ordinary Shares of 0.1 pence each in the Company ("Shares") | ||||
| Identification code | ISIN: GB00B18S7B29 | |||||
| | | |||||
| b)
| Nature of the transaction
| Grant of awards over Shares under the AFC Energy Plc 2018 Employee Share Option Plan | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d) | Aggregated Information
Volume
Price | n/a single transaction
| ||||
| e) | Date of transaction | 31 January 2025 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associate | |||||
| a)
| Name
| Karl Bostock | ||||
| 2
| Reason for the 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
| AFC Energy Plc | ||||
| b)
| LEI
| 213800SRJST19GNS9U35 | ||||
| 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
| Ordinary Shares of 0.1 pence each in the Company ("Shares") | ||||
| Identification code | ISIN: GB00B18S7B29 | |||||
| | | |||||
| b)
| Nature of the transaction
| Grant of awards over Shares under the AFC Energy Plc 2018 Employee Share Option Plan | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d) | Aggregated Information
Volume
Price | n/a single transaction
| ||||
| e) | Date of transaction | 31 January 2025 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associate | |||||
| a)
| Name
| Gary Bullard | ||||
| 2
| Reason for the 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
| AFC Energy Plc | ||||
| b)
| LEI
| 213800SRJST19GNS9U35 | ||||
| 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
| Ordinary Shares of 0.1 pence each in the Company ("Shares") | ||||
| Identification code | ISIN: GB00B18S7B29 | |||||
| | | |||||
| b)
| Nature of the transaction
| Grant of shares as remuneration | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d) | Aggregated Information
Volume
Price | n/a single transaction
| ||||
| e) | Date of transaction | 31 January 2025 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
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