Last checked at 26 May 2020 07:00
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
26 May 2020
Baron Oil Plc
("Baron Oil", "Baron" or "the Company")
Establishment of EMI Scheme and Initial grant of Share Options
Baron Oil (AIM: BOIL), the AIM-quoted oil and gas exploration and production company focused on opportunities in SE Asia, Latin America and the UK announces the establishment of an Enterprise Management Incentive ("EMI") scheme and an initial grant of share options.
The EMI is an HMRC approved tax efficient option scheme that enables companies to attract and retain key staff by rewarding them with equity participation in the business. The scheme will be open to all Baron employees who qualify under the HMRC rules.
The creation of the EMI scheme follows the Company's decision in January 2020 to continue to develop its portfolio of assets as an independent exploration company. As disclosed in the recently published Annual Report for 2019 and latest QCA statement, the Remuneration Committee was tasked with reviewing the incentive opportunities available for the management team with a view to aligning the interests of all stakeholders.
In the past, the granting of share options by the Company has been somewhat sporadic and short term in nature. Without the inclusion of today's EMI awards, the number of shares under option, on a fully diluted basis, would rapidly have fallen to 0.65%.
The Company has today issued share options over a total of 290,000,000 ordinary shares of 0.025 pence each in the Company ("Share Options") to the following individuals - Malcolm Butler, Executive Chairman (125,000,000), Andrew Yeo, Managing Director (125,000,000) and Geoffrey Barnes, Financial Controller and Company Secretary (40,000,000). These vested options have a 10 year life from the date of issue and an exercise price of 0.1p. This is a premium of 21 % to the mid-market share price at the close on 22 May 2020 but matches the Placing Price of the Baron funding round in Q1 2020, which included a £57,500 subscription by the directors. This will increase the fully diluted option pool to an initial 7.12%, reducing to 6.54% when certain existing options expire in July 2020.
While it is the intention of the Company to continue to make use of the EMI scheme going forward, it is mindful of the Association of British Insurers (ABI) recommendation that such share option awards should not represent more than 10% of the Company's fully diluted share capital at any time.
Following the issue of these Share Options, the number of Share Options held by Directors and Employees is as follows:
EMI | New | Exercise | Existing | Exercise | Total | % Fully Diluted |
Option Holder | Options | Price | Options | Price | Options | Shares***** |
Malcolm Butler | 125,000,000 | 0.1p* | 20,000,000 | 0.35p** | 155,000,000 | 3.15 |
10,000,000 | 0.435p*** | |||||
Andrew Yeo | 125,000,000 | 0.1p* | 10,000,000 | 0.44p**** | 135,000,000 | 2.74 |
Geoffrey Barnes | 40,000,000 | 0.1p* | 10,500,000 | 0.35p** | 60,500,000 | 1.23 |
10,000,000 | 0.435p*** | |||||
Total | 290,000,000 | 60,500,000 | 350,500,000 | 7.12 | ||
Post 7 July 2020 | 290,000,000 | 30,000,000 | 320,000,000 | 6.54 | ||
* Exercisable at any time prior to 25 May 2030 | ||||||
** Options expire on 7 July 2020 | ||||||
*** Exercisable at any time prior to 27 November 2021 | ||||||
**** Exercisable at any time prior to 3 December 2021 | ||||||
***** Current Ord. shares in issue 4,426,409,576; FD 4,932,034,576; FD post 7 July 2020 4,891,034,576 | ||||||
For further information, please contact:
Baron Oil Plc | +44 (0)20 7117 2849 |
Dr Malcolm Butler, Executive Chairman |
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Andy Yeo, Managing Director |
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SP Angel Corporate Finance LLP | +44 (0)20 3470 0470 |
Nominated Adviser and Joint Broker |
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Stuart Gledhill, Caroline Rowe |
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Turner Pope Investments (TPI) Limited | +44 (0)20 3657 0050 |
Joint Broker |
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Andy Thacker, Zoe Alexander |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | i. Malcolm Butler ii. Andrew Yeo iii. Geoffrey Barnes | ||||
2. | Reason for notification | |||||
(b) | Position/status | i. Executive Chairman ii. Managing Director ii. Financial Controller and Company Secretary | ||||
(c) | Initial notification/ Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
(d) | Name of entity | Baron Oil Plc | ||||
(e) | LEI | 213800MBSOS9UZ5SW712 | ||||
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 0.025 pence each in the Company | ||||
(b) | Identification code | GB00B01QGH57 | ||||
(c) | Nature of the transaction | Grant of options | ||||
(d) | Price(s) and volume(s) |
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(e) | Aggregated information: - Aggregated volume - Price | Transaction as in 4(d) above
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(f) | Date of transaction | 26 May 2020 | ||||
(g) | Place of transaction | Outside a trading venue | ||||