29 September 2017
Eden Research plc
("Eden" or "Company")
Adoption of New Long-Term Incentive Plan and Grant of Awards
Eden Research plc (AIM: EDEN), the AIM listed company that provides breakthrough natural microencapsulation technologies to the global agrochemicals, animal health and consumer products industries, announces the implementation of a new Long Term Incentive Plan ("LTIP") that has been adopted by the Board, together with grant of awards under the LTIP to Sean Smith, Chief Executive Officer, and Alex Abrey, Chief Finance Officer (together the "Executives").
Background
The LTIP has been established to incentivise the Executives to deliver long-term value creation for shareholders and ensure alignment with shareholder interests. Awards will be made annually and will be subject to continued service and challenging performance conditions over a three year period. The performance conditions are reviewed on an annual basis to ensure they remain appropriate and are currently based on increasing shareholder value. Awards are structured as nil cost options with a seven year life after vesting.
Other than in exceptional circumstances, an award would be up to 100% of salary in any one year and would be granted subject to achieving challenging performance conditions set at the date of the grant. A percentage of the award will vest for "Threshold" performance with full vesting taking place for equalling or exceeding the performance "Target". In between the Threshold and Target there may be pro rata vesting. The Remuneration Committee retains the ability to amend the performance conditions for future grants to ensure that such grants achieve the stated purpose.
The LTIP was adopted by the board of directors of Eden (the "Board") on 28 September 2017.
Grant of Awards
The Remuneration Committee has approved the award of options over 4,016,680 ordinary shares of 1 pence each in the Company ("Ordinary Shares") under the LTIP. The awards are in respect of management performance in the financial years ending 31 December 2016 and 31 December 2015, the latter being a "catch up" award following the later than planned implementation of the LTIP.
Further details of the awards are set out below.
In respect of 2015:
· To the CEO Sean Smith nil cost options over 1,098,680 ordinary shares.
· To the CFO Alex Abrey nil cost options over 810,000 ordinary shares.
The vesting date of the options is 30 September 2019, and they only become exercisable if the following share price performance conditions are met: 50% of the options become exercisable if the weighted average Ordinary Share price in the 45 day period ending on the vesting date is £0.20 or above. Between weighted average ordinary share prices of £0.20 and £0.30, vesting shall be pro-rata and on a straight line basis between 50% and 100%. Below £0.20 the options are not exercisable and lapse in full.
In respect of 2016:
· To the CEO Sean Smith nil cost options over 1,148,000 ordinary shares.
· To the CFO Alex Abrey nil cost options over 960,000 ordinary shares.
The vesting date of the options is 30 September 2020, and they only become exercisable if the following share price performance conditions are met: 50% of the options become exercisable if the weighted average Ordinary Share price in the 45 day period ending on the vesting date is £0.24 or above. Between weighted average Ordinary Share prices of £0.24 and £0.36, vesting shall be pro-rata and on a straight line basis between 50% and 100%. Below £0.24 the options are not exercisable and lapse in full.
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail.
For further information, please contact:
Eden Research plc |
www.edenresearch.com |
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Sean Smith Alex Abrey |
01285 359 555 |
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Shore Capital (Nomad) |
020 7408 4090 |
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Stephane Auton / Patrick Castle |
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Powerscourt |
020 7250 1446 |
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Samantha Trillwood |
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Sean Smith |
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 |
Eden Research plc |
b) |
LEI |
213800ZWTYTVQQSM3J85 |
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 |
Ordinary shares of 1 pence each GB0001646941 |
b) |
Nature of the transaction |
Grant of options |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
nil cost |
1,098,680 |
nil cost |
1,148,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
29 September 2017 |
f) |
Place of the transaction |
Outside of trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Alex Abrey |
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 |
Eden Research plc |
b) |
LEI |
213800ZWTYTVQQSM3J85 |
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 |
Ordinary shares of 1 pence each GB0001646941 |
b) |
Nature of the transaction |
Grant of options |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
nil cost |
810,000 |
nil cost |
960,000 |
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d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
29 September 2017 |
f) |
Place of the transaction |
Outside of trading venue |
Notes:
Eden Research is a technology development and commercialisation company with intellectual property and expertise in encapsulation, terpenes and environmentally friendly technologies to provide naturally occurring solutions for the global agrochemicals, animal health, and consumer product industries.
Eden's encapsulation technology harnesses the biocidal efficacy of naturally occurring chemicals produced by plants (terpenes) and can also be used with both natural and synthetic compounds to enhance their performance and ease-of-use. The technology uses yeast cells that are a by-product of numerous commercial production processes to deliver a slow release of natural compounds for agricultural and non-agricultural uses. Terpenes are already widely used in the food flavouring, cosmetics and pharmaceutical industries.
Historically, terpenes have had limited commercial use in the agrochemical sector due to their volatility, phytotoxicity and poor solubility. Eden's platform encapsulation technology provides a unique, environmentally friendly solution to these problems and enables terpenes to be used as effective, low-risk agrochemicals.
Eden is developing these technologies through innovative research and a series of commercial production, marketing and distribution partnerships.
The Company has a number of patents and a pipeline of products at differing stages of development targeting specific areas of the global agrochemicals industry. To date, the Company has invested in the region of £12m in developing and protecting its intellectual property and seeking regulatory approval for products that rely upon the Company's technologies. Revenues earned by the Company have been modest whilst the Company has concentrated on securing patent protection for its intellectual property, gaining regulatory approvals, identifying suitable industrial partners, and entering into commercial agreements.
In May 2013, the three actives that comprise Eden's first commercial product, 3AEY, were approved as new ingredients for use in plant protection products. This represented a major milestone in the commercialisation of Eden's technology and is a significant accomplishment for any company. To illustrate this point, one should note that in all of 2013, Eden's approvals represented 3 of only 10 new active ingredients approved by the EC.
3AEY has been authorised for sale in Kenya, Malta, Greece, Bulgaria, Spain, Italy, France, Cyprus, Albania and Portugal.
Eden was admitted to trading on AIM on 11 May 2012 and trades under the symbol EDEN.
For more information about Eden, please visit: www.edenresearch.com
