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Pin to quick picksPrimorus Inv. Regulatory News (PRIM)

Share Price Information for Primorus Inv. (PRIM)

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Option Cancellation and Registered Office Change

23 Nov 2020 07:00

RNS Number : 0906G
Primorus Investments PLC
23 November 2020
 

 

Primorus Investments PLC

 

("Primorus" or the "Company")

 

Cancellation of Options and Change of Registered Office

 

Primorus Investments PLC (AIM: PRIM; AQSE: PRIM) is pleased to announce the following corporate updates as part of its previously announced strategic review:

Cancellation of Share Options:

The Company has entered into a deed of termination and settlement with individual optionholders (the "Optionholders") who held options to subscribe for ordinary shares of 0.2 pence each in the capital of the Company (the "Share Options"), pursuant to which all Share Options in issue, being an aggregate of 17,800,000 Share Options, have been cancelled forthwith. Full details of the Share Options, including their exercise prices and periods, are set out in the Company's annual report for the year ended 31 December 2019 (see note 13 in the notes to the financial statements contained therein), a copy of which can be downloaded from the Company's website at the following link:

https://www.primorusinvestments.com/wp-content/uploads/2020/04/Primorus-ARA-2019-FINAL.pdf.

In consideration for the Optionholders relinquishing all their rights to the Share Options and the Company cancelling the same, the Company has paid an aggregate sum of £140,000 to the Optionholders. The Company and the Optionholders have also agreed to irrevocably release and discharge each other in respect of any actions, claims or demands under or in connection with the Options.

All but one of the Optionholders have been directors of the Company within the last 12 months ("Former Directors"). Details of the cancellation of the Former Directors' Share Options are set out below:

Name

Number of Share Options Surrendered

Cash Payment (£)

Alastair Clayton

8,100,000

65,625.00

Jeremy Taylor-Firth

4,350,000

32,812.50

Donald Strang

4,850,000

37,187.50

 

The cancellation of the Former Directors' Share Options described above is deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules. The board of the Company, being deemed to be independent of the related party transaction, considers, having consulted with the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

The Company has 139,830,968 ordinary shares of 0.2 pence each in issue, on a fully diluted basis. Shareholders should use this number as the denominator to calculate their percentage holding in the Company.

Change of Registered Office:

The Company also announces, effective immediately, that its registered office has changed to 48 Chancery Lane, London WC2A 1JF.

 

Rupert Labrum, Executive Chairman, said: "As part of the recently appointed Board's strategic review of the Company's business, we were keen to address the issue of the Share Options. On a fully diluted basis, the Share Options amounted to 11.3 per cent. of the Company's share capital, which we felt was high. Whilst the Share Options could be exercised at prices of 6p and 8p each, meaning there would need to be an increase to our current share price to make it attractive for the option holders to exercise, any benefit of leaving them in place was significantly diminished with exercise periods running until 2023 and 2025.

"Coupled with the significant overhang which the Share Options represent to the Company's share capital and because the Optionholders are no longer directly involved with the Company, other than as shareholders, the Board felt it was in the best interests of our shareholders and the Company as a whole to address this matter sooner rather than later.

"With the recent Greatland Gold share divestment and the cancellation of the Share Options, the Board believes the immediate strengthening of our balance sheet will put the Company in a strong position as it looks towards future investment opportunities."

 

The Directors of Primorus accept responsibility for the content of this announcement.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

For further information, please contact:

 

Primorus Investments plc:

+44 (0) 20 7213 0880

 

Rupert Labrum

Nominated Adviser:

+44 (0) 20 7213 0880

Cairn Financial Advisers LLP

James Caithie / Sandy Jamieson

Broker:

+44 (0) 20 3657 0050

Turner Pope Investments (TPI) Limited

Andy Thacker / Zoe Alexander

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
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CROPPGBGGUPUGMP
Date   Source Headline
30th Sep 20117:00 amRNSHalf Yearly Report
17th Aug 20118:35 amRNSLitigation Settlement
26th Jul 201110:18 amRNSResult of AGM
20th Jul 201110:14 amRNSChange of Registered Office - Replacement
20th Jul 20119:49 amRNSChange of Registered Office
5th Jul 20118:40 amRNSHolding(s) in Company
30th Jun 20112:44 pmRNSAnnual Report & Accounts and AGM Notice
30th Jun 20112:08 pmRNSFinal Results
15th Mar 201110:50 amRNSResult of Meeting
18th Feb 20112:00 pmRNSCircular re proposed Investing Policy
13th Jan 20111:17 pmRNSDistribution from associated company
11th Jan 20119:31 amRNSDirector/PDMR Shareholding
17th Dec 20108:36 amRNSCessation of business
3rd Nov 20107:00 amRNSNominated adviser and broker change of name
30th Sep 20107:00 amRNSHalf Yearly Report
24th Aug 20102:59 pmRNSHolding(s) in Company
30th Jun 201010:14 amRNSResult of AGM
8th Jun 201011:46 amRNSNotice of AGM
28th May 20107:00 amRNSLitigation Claim
12th May 20107:00 amRNSAnnual Report & Accounts
31st Mar 20107:00 amRNSFinal Results
11th Feb 20107:00 amRNSTrading Update
9th Dec 20097:00 amRNSDirectorate Change
1st Dec 20092:57 pmRNSDirector/PDMR Shareholding
19th Oct 20094:46 pmRNSDirector/PDMR Shareholding
30th Sep 20097:00 amRNSHalf Yearly Report
21st Sep 20092:09 pmRNSChange of Adviser
22nd Jul 20091:36 pmRNSResult of AGM
14th May 20092:06 pmRNSHolding(s) in Company
20th Apr 20099:04 amRNSDirector/PDMR Shareholding
17th Apr 20097:00 amRNSStmnt re Share Price Movement
31st Mar 20092:03 pmRNSPreliminary Results
17th Feb 20094:55 pmRNSHolding(s) in Company
5th Feb 20097:00 amRNSHolding in Company
31st Oct 20084:17 pmRNSDirectorate Change
31st Oct 20084:14 pmRNSChange of Registered Office
24th Oct 200810:29 amRNSResult of General Meeting
3rd Oct 20083:21 pmRNSCirc re. Disposal of Icon
3rd Oct 20089:39 amRNSDisposal of Icon Display
3rd Oct 20089:36 amRNSChange of Adviser
30th Sep 20083:27 pmRNSInterim Results
31st Jul 200810:25 amRNSDirectorate Change
24th Jul 200810:23 amRNSEGM Statement
24th Jul 200810:20 amRNSResult of AGM
15th Jul 20087:00 amRNSCompletion of Disposal
7th Jul 200811:51 amRNSResult of General Meeting
2nd Jul 20087:00 amRNSNotice of AGM and EGM
30th Jun 20087:00 amRNSAnnual Report and Accounts
25th Jun 20084:58 pmRNSNotice of EGM
24th Jun 200811:03 amRNSFinal Results

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