2 Jul 2020 07:59
2 July 2020
Solo Oil plc
("Solo" or "the Company")
Director / PDMR Shareholdings
Solo (AIM: SOLO), the AIM investing company targeting attractive production and development opportunities within the European energy market, makes the following announcement in respect of certain disclosable transactions carried out by its directors and persons discharging managerial responsibilities ("PDMRs") following the Company's announcement on 29 June 2020.
Grant of Director Options
As was announced on 29 June 2020, the Company has granted nominal cost options (the "Director Options") over new ordinary shares of 0.2p each in the Company to each of its directors and members of the Executive Management team (excluding Alastair Ferguson), each of whom is a PDMR.
The Director Options have been granted in lieu of the cash salary and/or directors' fees due to the holders of the Director Options over the period from 1 January 2020 to 30 June 2021.
The number of Ordinary Shares initially granted under each Director Option have an aggregate value equal (on a net basis, after deduction of the nominal exercise price per Ordinary Share) to the salary and/or fees due to the relevant option holder (but currently unpaid) up to 31 May 2020.
As also announced, each Director Option has been granted in settlement of future cash salary and/or directors' fees that would be due to be paid to the relevant option holder over the period from the grant date to 30 June 2021. The number of Ordinary Shares over which each Director Option may be exercised shall be increased on a month-by-month basis by an amount equal (in value terms, by reference to the average share price over the relevant month) to the salary and/or directors' fees that would otherwise have fallen to be paid to the relevant option holder in cash for the preceding month.
One-Off Share Award to Alastair Ferguson
As was also announced on 29 June 2020, in recognition of the work undertaken by Alastair Ferguson in his role as Executive Chairman since February 2019 and the progress the Company has made under his leadership towards delivery of the Company's new strategy, the Remuneration Committee of the Board of Directors has agreed that Alastair Ferguson shall be awarded a one-time discretionary share award of 7,500,000 Ordinary Shares (the "Share Award").
The Ordinary Shares comprised in the Share Award have been delivered from the existing Ordinary Shares held as trust assets within the Company's Employee Benefit Trust.
It has been agreed with Alastair Ferguson that the Share Award shall be delivered to him in full and final settlement of any salary and/or director's fees owed to him by the Company up to 30 June 2020.
Incentive awards
As was also announced on 29 June 2020, the Company has granted the following incentive awards ("Incentive Awards") to each Director and Douglas Rycroft, the Company's Chief Operating Officer, as part of their normal incentivisation arrangements to align them with the future share price performance of the Company:
Name | Number of Ordinary Shares granted under Incentive Awards |
Directors | |
Alastair Ferguson | 12,854,945 |
Thomas Reynolds | 12,854,945 |
Jonathan Fitzpatrick | 12,854,945 |
Donald Nicolson | 6,427,473 |
PDMR | |
Douglas Rycroft | 6,427,473 |
Each Incentive Award has been delivered as an option over Ordinary Shares with an exercise price of 1.3p per Share, which is approximately a 24 per cent premium to the closing mid-market price of the Company's Ordinary Shares on 26 June 2020.
Each Incentive Option will ordinarily become exercisable on the second anniversary of the grant date, except in the event of specified corporate events or, exceptionally, if the option holder leaves as a 'good leaver'.
The Notification of Dealing Forms can be found below.
AGM approval
The Company does not currently have sufficient headroom under its standing authority from shareholders to allot shares to satisfy the exercise of the Director Options or the Incentive Options with newly-issued shares. The Board intends to seek authority to allot the appropriate number of shares from shareholders at the Company's next AGM, which will be convened following the posting of the Company's 2019 Annual Report. That authority will also cover certain shares to be issued to Prolific Basins, LLC (as detailed in the Company's announcement on 29 June 2020). Unless and until such authority is obtained, the exercise of any of the Director Options will be satisfied only with shares purchased in the market. The Board anticipates that this shareholder authority will be in place prior to the exercise of any of the Director Options or Incentive Options.
This announcement is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
For further information:
Solo Oil plc Tom Reynolds, CEO Doug Rycroft, COO | +44 (0) 20 7440 0642 |
Strand Hanson Limited, Nominated Adviser & Broker James Spinney / Ritchie Balmer / Rory Murphy |
+44 (0) 20 7409 3494
|
Buchanan, Financial PR Ben Romney / Kelsey Traynor / James Husband |
+44 (0) 20 7466 5000
|
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1. | Details of the person discharging managerial responsibilities/ person closely associated | |||||
a) | Name | Thomas Reynolds
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2. | Reason for the notification | |||||
a) | Position/status | Director / PDMR
| ||||
b) | Initial notification/ Amendment
| Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Solo Oil PLC
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b) | LEI | 213800Z1HYXMO2FSDM70
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4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.002 each
| ||||
Identification code | ISIN: GB00BF1BK408 | |||||
b) | Nature of the transaction | Grant of a nominal cost option over ordinary shares of £0.002 each in lieu of director's fees due to the PDMR for the period from 1 January 2020 to 30 June 2021
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c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 29 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.002 each
| ||||
Identification code | ISIN: GB00BF1BK408 | |||||
b) | Nature of the transaction | Grant of an option ordinary shares of £0.002 each with an exercise price 1.3 pence per share, exercisable on the second anniversary of the grant date
| ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 29 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
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1. | Details of the person discharging managerial responsibilities/ person closely associated | |||||
a) | Name | Jonathan Fitzpatrick
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2. | Reason for the notification | |||||
a) | Position/status | Director / PDMR
| ||||
b) | Initial notification/ Amendment
| Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Solo Oil PLC
| ||||
b) | LEI | 213800Z1HYXMO2FSDM70
| ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.002 each
| ||||
Identification code | ISIN: GB00BF1BK408 | |||||
b) | Nature of the transaction | Grant of a nominal cost option over ordinary shares of £0.002 each in lieu of director's fees due to the PDMR for the period from 30 January 2020 to 30 June 2021
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 29 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.002 each
| ||||
Identification code | ISIN: GB00BF1BK408 | |||||
b) | Nature of the transaction | Grant of an option ordinary shares of £0.002 each with an exercise price 1.3 pence per share, exercisable on the second anniversary of the grant date
| ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 29 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
|
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1. | Details of the person discharging managerial responsibilities/ person closely associated | |||||
a) | Name | Donald Nicolson
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2. | Reason for the notification | |||||
a) | Position/status | Director / PDMR
| ||||
b) | Initial notification/ Amendment
| Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Solo Oil PLC
| ||||
b) | LEI | 213800Z1HYXMO2FSDM70
| ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.002 each
| ||||
Identification code | ISIN: GB00BF1BK408 | |||||
b) | Nature of the transaction | Grant of a nominal cost option over ordinary shares of £0.002 each in lieu of director's fees due to the PDMR for the period from 31 January 2020 to 30 June 2021
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 29 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.002 each
| ||||
Identification code | ISIN: GB00BF1BK408 | |||||
b) | Nature of the transaction | Grant of an option ordinary shares of £0.002 each with an exercise price 1.3 pence per share, exercisable on the second anniversary of the grant date
| ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 29 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
|
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1. | Details of the person discharging managerial responsibilities/ person closely associated | |||||
a) | Name | Alastair Ferguson
| ||||
2. | Reason for the notification | |||||
a) | Position/status | Chairman / PDMR
| ||||
b) | Initial notification/ Amendment
| Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Solo Oil PLC
| ||||
b) | LEI | 213800Z1HYXMO2FSDM70
| ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.002 each
| ||||
Identification code | ISIN: GB00BF1BK408 | |||||
b) | Nature of the transaction | Grant of an option ordinary shares of £0.002 each with an exercise price 1.3 pence per share, exercisable on the second anniversary of the grant date
| ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 29 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.002 each
| ||||
Identification code | ISIN: GB00BF1BK408 | |||||
b) | Nature of the transaction | Award of ordinary shares of £0.002 each in recognition of services provided to the Company in the PDMR's capacity as executive Chairman
| ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 1 July 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
|
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1. | Details of the person discharging managerial responsibilities/ person closely associated | |||||
a) | Name | Douglas Rycroft
| ||||
2. | Reason for the notification | |||||
a) | Position/status | Chief Operating Officer / PDMR
| ||||
b) | Initial notification/ Amendment
| Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Solo Oil PLC
| ||||
b) | LEI | 213800Z1HYXMO2FSDM70
| ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.002 each
| ||||
Identification code | ISIN: GB00BF1BK408 | |||||
b) | Nature of the transaction | Grant of an option ordinary shares of £0.002 each with an exercise price 1.3 pence per share, exercisable on the second anniversary of the grant date
| ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 29 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||