Awards under Long-Term Incentive Plan
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CPH2, the UK-based green hydrogen technology and manufacturing company that has developed the IP-protected Membrane-Free Electrolyser ("MFE"), announces awards for 2023 and 2024 under the Company's new long-term incentive plan (the "LTIP").
The Company has awarded options in respect of a total of 2,339,872 Ordinary Shares of 1p each ("Ordinary Shares") under the Company's EMI Share Option Scheme (the "Options"), which is designed to incentivise members of the Company's senior management team (together the "Participants").
Subject to the achievement of certain performance criteria, the 2023 Options will vest on 31 January 2026 and the 2024 Options will vest on 31 January 2027. All Options will expire ten years from the date of grant. The LTIP is structured whereby 75% of the Options ("Threshold Options") are awarded subject to total shareholder return performance conditions and the remaining 25% of the Options ("RSP Options") are awarded conditional upon continued employment to the scheduled vesting date. The exercise price is £0.01 per share.
The performance conditions of the Threshold Options are dependent on the average closing share price in the 30 days prior to scheduled vesting date (the "Relevant Period") and the continued employment of the Participants as at that date. The calculation of the number of Threshold Options which will vest is as follows:
- If the average share price during the Relevant Period is below 60p, no Threshold Options will vest.
- If the average share price during the Relevant Period is equal to 60p, 25% of the Threshold Options will vest.
- If the average share price during the Relevant Period is between 60p and 80p, the number of Threshold Options which vest will be pro-rata between 25% and 100% of the total Threshold Options; and
- If the average share price is 80p or more during the Relevant Period, 100% of the Threshold Options will vest.
The following directors and members of the senior management team (each a person discharging managerial responsibilities ("PDMR")) have been awarded Options:
| Director / PDMR | RSP Options awarded | Threshold Options awarded | Aggregate Options awarded | Option Type |
|---|---|---|---|---|
| 2023 Options | ||||
| Jon Duffy, CEO | 156,217 | 468,650 | 624,867 | EMI |
| James Hobson, CFO | 80,000 | 240,000 | 320,000 | EMI |
| Arash Selahi, COO | 23,333 | 70,000 | 93,333 | EMI |
| Paul Cassidy, CTO | 27,778 | 83,333 | 111,111 | EMI |
| 2024 Options | ||||
| Jon Duffy, CEO | 161,685 | 485,053 | 646,738 | EMI |
| James Hobson, CFO | 82,800 | 248,400 | 331,200 | EMI |
| Arash Selahi, COO | 24,266 | 72,801 | 97,067 | EMI |
| Paul Cassidy, CTO | 28,889 | 86,667 | 115,556 | EMI |
| 584,968 | 1,754,904 | 2,339,872 | ||
Following these option grants, the Company has 24,656,788 shares under option. This represents, following the increase in Options mentioned below, 9.19% of the issued share capital of the Company.
The information in this announcement is disclosed in accordance with Article 19 of the EU Market Abuse Regulation.
| a) | Name | Jon Duffy |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - CEO of Clean Power Hydrogen plc |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Clean Power Hydrogen plc |
| b) | LEI | 9845009D2AB08E5BF491 |
| a) | Description of the financial instrument, type of instrument | Grant of options to subscribe for new ordinary shares under the Company's EMI Scheme |
| Identification code | GB00BP371R64 | |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | |
| Price | Volume | |
| £0.01 | 1,271,605 | |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | ||
| e) | Date of the transaction | 23 February 2024 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | James Hobson |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - CFO of Clean Power Hydrogen plc |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Clean Power Hydrogen plc |
| b) | LEI | 9845009D2AB08E5BF491 |
| a) | Description of the financial instrument, type of instrument | Grant of options to subscribe for new ordinary shares under the Company's EMI Scheme |
| Identification code | GB00BP371R64 | |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | |
| Price | Volume | |
| £0.01 | 651,200 | |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | ||
| e) | Date of the transaction | 23 February 2024 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | Arash Selahi |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - COO of Clean Power Hydrogen Group Limited, subsidiary of Clean Power Hydrogen plc |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Clean Power Hydrogen plc |
| b) | LEI | 9845009D2AB08E5BF491 |
| a) | Description of the financial instrument, type of instrument | Grant of options to subscribe for new ordinary shares under the Company's EMI Scheme |
| Identification code | GB00BP371R64 | |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | |
| Price | Volume | |
| £0.01 | 190,400 | |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | ||
| e) | Date of the transaction | 23 February 2024 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | Paul Cassidy |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - CTO of Clean Power Hydrogen Group Limited, subsidiary of Clean Power Hydrogen plc |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Clean Power Hydrogen plc |
| b) | LEI | 9845009D2AB08E5BF491 |
| a) | Description of the financial instrument, type of instrument | Grant of options to subscribe for new ordinary shares under the Company's EMI Scheme |
| Identification code | GB00BP371R64 | |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | |
| Price | Volume | |
| £0.01 | 226,667 | |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | ||
| e) | Date of the transaction | 23 February 2024 |
| f) | Place of the transaction | Outside a trading venue |
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