Last checked at 22 Jul 2021 07:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310
22 July 2021
Baron Oil Plc
("Baron Oil", "Baron" or "the Company")
Grant of EMI and other Share Options
Baron Oil Plc (AIM:BOIL), the AIM-quoted oil and gas exploration company with projects in SE Asia, Latin America and the UK, announces a grant of EMI Share Options ("EMI" or "EMI Options") under the HMRC approved Share Option scheme alongside a grant of other Share Options ("Share Options").
The Baron EMI share option scheme, which was established in May 2020, is a long term 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 is open to all Baron employees who qualify under the HMRC rules.
This grant of EMI and other option awards reflects the ongoing re-balancing of incentives, specifically for the Executive Directors, where previous option grants had been sporadic, short term in nature and unrepresentative as a meaningful management incentive. Baron's Remuneration committee will continue to keep the level of incentives available to the Executive Directors and Employees under review.
The Company has today issued EMI Options and Share Options over a total of 590,000,000 ordinary shares of 0.025 pence each in the Company to the following: Andrew Yeo, Chief Executive Officer (250,000,000); (Hugh) Jon Ford, Technical Director (140,000,000) and Geoffrey Barnes, Financial Controller and Company Secretary (50,000,000). These vested options have a ten year life from the date of issue and an exercise price of 0.07p, being the closing mid-market price on 21 July 2021, the last practicable date prior to the release of this announcement. These options are not able to be exercised during the first twelve month period. The exercise price equates to a premium of 40% to the April 2021 Placing Price of 0.05p, which included a £45,800 subscription by the directors. As a result of these awards, the Directors and Employees' option pool rises to 5.51% of the Company's fully diluted ordinary share capital.
In addition, the Company has agreed to issue a total of 150,000,000 Share Options to two individual contractors to SundaGas Timor-Leste (Sahul) Pte. Ltd. ("TLS") to seek to ensure that maximum value is achieved on Baron's main asset, the Chuditch PSC. These Share Options are on the same terms as today's grants to Baron's directors and employees, save that they are not EMI qualifying and the life of the Share Options is limited to three years. This represents a separate arrangement, including the contractors concerned, from the share exchange transaction with SundaGas Pte. Ltd ("SGPL") announced on 18 June 2021.
Following the issue of these EMI Options and Share Options, the number of EMI Options and 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****** |
Andrew Yeo | 250,000,000 | 0.07p* |
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| 125,000,000 | 0.1p*** |
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| 10,000,000 | 0.44p***** | 385,000,000 | 3.03 |
(Hugh) Jon Ford | 140,000,000 | 0.07p * |
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| 75,000,000 | 0.1p** | 215,000,000 | 1.69 |
Geoffrey Barnes | 50,000,000 | 0.07p * |
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| 40,000,000 | 0.1p*** |
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| 10,000,000 | 0.435p**** | 100,000,000 | 0.79 |
Total | 440,000,000 |
| 260,000,000 |
| 700,000,000 | 5.51 |
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* Exercisable, after an initial twelve month period, at any time prior to 21 July 2031 | ||||||
** Exercisable at any time prior to 9 November 2030 |
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*** Exercisable at any time prior to 25 May 2030 |
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**** Exercisable at any time prior to 27 November 2021 |
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*****Exercisable at any time prior to 3 December 2021 |
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****** Current number of ordinary shares in issue is 11,583,612,461; Fully Diluted ordinary share capital represents 12,713,237,462 ordinary shares |
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For further information, please contact:
Baron Oil Plc | +44 (0) 20 7117 2849 | |
Andy Yeo, Chief Executive |
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Allenby Capital Limited | +44 (0) 20 3328 5656 | |
Nominated Adviser and Joint Broker |
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Alex Brearley, Nick Harriss, Nick Athanas (Corporate Finance) Kelly Gardiner (Sales and Corporate Broking)
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Turner Pope Investments (TPI) Limited | +44 (0) 20 3657 0050 | |
Andy Thacker (Joint Broker) |
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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. Andrew Yeo ii. Hugh Jonathan Ford iii. Geoffrey Barnes | ||||
2. | Reason for notification | |||||
(b) | Position/status | i. Director - Chief Executive Officer ii. Director - Technical Director iii. 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 | Grants of options | ||||
(d) | Price(s) and volume(s) |
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(e) | Aggregated information: - Aggregated volume - Price | N/A - transactions are as in 4(d) above.
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(f) | Date of transaction | 22 July 2021 | ||||
(g) | Place of transaction | Outside a trading venue | ||||