Board Appointment and Grant of New LTIP Awards
RNS Number : 0804N
Helius Energy Plc
04 June 2010
("Helius" or the "Company")
Helius Energy plc, the AIM listed company established to develop, install and operate biomass fired renewable electricity generation plants, announces the appointment of an additional Non Executive Director ("NED") and the grant of awards under new long-term incentive plans to directors and employees.
Helius Energy plc is pleased to announce that Mr Angus MacDonald OBE, aged 47, has been appointed to the Board as a Non Executive Director with immediate effect. He will also be a member of the Company's Audit and Remuneration Committees.
Mr MacDonald has extensive experience of investing in the forestry industry and in 2007 founded and is chairman of Specialist Waste Recycling Limited, which is an integrated waste management company with an innovative approach to collection and recycling. Prior to this he was Chief Executive Officer of eFinancial Group for 11 years, which was sold to Dow Jones and Dice Inc for £79m in 2007.
In addition to the above, Mr Macdonald was a director of Noble Group Limited until 2007, was a director of Glenshian Limited until 2006 and is a director of Roshven Restorations Limited.
Mr MacDonald and his wife hold 16,675,736 ordinary shares, representing 19.15% of the issued share capital of the Company.
Keith Henry, Helius Chairman, said: "I am very pleased to welcome Angus to the Board. His business experience and considerable knowledge of the environmental sector will be extremely useful to Helius as we continue to develop our portfolio of projects."
Save for the above, there are no other details to be disclosed under Schedule 2(g) of the AIM Rules.
Implementation of a new five year long term incentive plan ("LTIP") option scheme
Following a review by the Remuneration Committee and its independent remuneration advisers, the Board of Helius has approved the implementation of new long-term incentive arrangements for the Company's directors and employees.
It is proposed that LTIP awards will be granted to selected executive directors and employees annually over the next three years. Subject to meeting specified performance criteria and to the vesting requirements, one third of each annual grant will normally vest on the first, second and third anniversary of the grant date.
LTIP awards take the form of nominal cost awards. Awards will normally be exercisable between the vesting date and the fifth anniversary of the date of grant, rather than delivering shares automatically on the vesting date, so that participants are encouraged to hold onto share awards over the long term once they have vested.
LTIP awards may also be made to the Company Chairman and non-executive directors under a separate NED Plan. The NED Plan has substantially the same terms as the LTIP but awards are not subject to additional performance criteria in order to help maintain the independence of non-executive directors.
In accordance with its Terms of Reference, the Remuneration Committee will establish the performance conditions, and amount, of the participant's LTIP award. The Committee will subsequently monitor and assess the performance achieved during the appropriate periods prior to recommending the level of awards to potentially vest. The key objective will be to motivate, retain and reward the Helius team in order to enable the Company to achieve its long term ambitions to develop, own and operate bio-mass power plants.
Any outstanding awards will be forfeited if the participant elects to leave the Company before the relevant LTIP awards have vested and been exercised. Early vesting of all of the granted LTIP awards is accelerated in certain limited conditions, including the effective 'takeover' of the Company.
The Board adopted the Plans on 3rd June 2010 and approved the grant of the LTIP awards to directors set out in the last column in the table below. A summary of the directors' current holdings in shares, existing share options and the new LTIP awards is as follows:
| Name: | Ordinary Shares: | Options: | LTIP award: |
| Adrian Bowles Chief Executive | 2,027,473 | 1,582,916 | 1,000,000 |
| David Brocksom Non-executive director | 0 | 0 | 0 |
| Chris Corner Commercial Director | 5,308,242 | 912,916 | 235,000 |
| Barclay Forrest Non-executive director | 1,106,704 | 279,166 | 0 |
| Keith Henry Chairman | 100,000 | 0 | 1,000,000 |
| Alan Lyons Finance Director | 3,000 | 1,582,916 | 320,000 |
| John Seed (1) Non-executive director | 3,277,473 | 912,916 | 600,000 |
Note:
1: John Seed, formerly Helius Chief Executive, was granted 500,000 LTIP awards in lieu of a prior contractual cash entitlement which will vest when the Company's Avonmouth Project achieves financial close; he was granted a further 100,000 LTIP awards in recognition of his additional consulting activities on behalf of the Company.
2: Effective immediately, the Remuneration Committee will consist of four non-executive directors - Barclay Forrest (Committee Chairman), John Seed, Angus MacDonald and David Brocksom.
Helius Energy plc
Tel: +44 (0)20 7723 6272
Adrian Bowles, Chief Executive Officer
Matrix Corporate Capital
Tel: +44 (0)20 3206 7000
Louis Castro
Anu Tayal
Kreab Gavin Anderson
Tel: +44 (0)20 7074 1800
Kate Hill
Robert Speed
Andy Jones
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