Last checked at 20 Mar 2017 07:00
Somero Enterprises Inc.
("Somero" or the "Company")
Transactions in Own Shares and Restricted Stock Units
Senior Management Equity Bonus Program
On 17 March 2017, the Board of the Company approved the issuance of 38,519 new shares of common stock to senior managers, including certain executive Directors, under Somero's 2016 Equity Bonus Plan (the "Plan"). Under the Plan, eligible senior managers were able to choose to receive up to 25 per cent. of their 2016 annual performance bonus in shares of common stock in the Company. The shares issued to participating senior managers are fully-vested with no performance conditions. The number of shares issued under this award was based on the closing price on 17 March 2017 of 281 pence. The following executive Directors received shares under this award:
Name | Existing holding of Common Stock | Awarded under the Plan | Resulting Shareholding |
Howard Hohmann | 47,703 | 6,364 | 54,067 |
John Yuncza | 39,613 | 13,364 | 52,977 |
Application will be made to the London Stock Exchange for admission to trading on AIM of the 38,519 shares of common stock in the Company to satisfy this common stock award ("Admission"). Admission is expected to occur on 24 March 2017. The new shares of common stock will rank pari passu with the existing common stock in the Company.
In conjunction with this common stock award, the Board of the Company has approved the cancellation of 38,519 shares held in Treasury.
Restricted Stock Unit Awards
Also on 17 March 2017, the Board of the Company approved issuance of 123,950 Restricted Stock Units (RSUs) to the following executive and non-executive Directors under the terms of Somero's 2010 Equity Incentive Plan at a price of 281 pence per RSU based on the closing price on 17 March 2017.
Name Number of RSUs awarded
Lawrence Horsch 6,681 shares
Thomas Anderson 4,771 shares
Robert Scheuer 2,204 shares
Jack Cooney 38,312 shares
John Yuncza 22,444 shares
RSUs awarded to Mr. Horsch, Mr. Anderson, and Mr. Scheuer, all non-executive Directors, were granted in lieu of annual Director fee increases. RSUs awarded to Mr. Cooney and Mr. Yuncza, both executive Directors, were granted as part of an annual incentive compensation program. The shares awarded are the maximum available under the grants, will vest over a three-year period commencing on the date of the grant, and require continued service for the period. The participating Directors will, following the end of the performance period, be notified as to the extent to which the performance conditions have been met and their award has vested. Unless determined otherwise by the Equity Incentive Plan administrator, each RSU will be equal to one share of common stock in the Company and will entitle each Director to either shares of common stock or an amount of cash determined with reference to the value of shares of common stock at the discretion of the Company.
In addition to the RSUs awarded to Directors, the Board of the Company approved RSUs to be awarded to a group of non-Director employees under the terms of Somero's 2010 Equity Incentive Plan at a price of 281 pence per RSU based on the closing price on 17 March 2017. The total number of RSUs awarded to non-Directors were 49,538 which are subject to the same vesting, service and performance requirements as the Director awards.
Total outstanding RSUs equal 389,859 units. Following the above transactions, Admission and cancellation of 38,519 Treasury shares, the Company's total issued share capital will be 56,425,598 with 183,477 shares held in Treasury. Therefore, the total number of shares with voting rights is 56,242,121.
For further information, please contact:
Somero Enterprises, Inc. www.somero.com
Jack Cooney, CEO +1 239 210 6500
John Yuncza, CFO
Howard Hohmann, EVP Sales
finnCap Ltd (NOMAD and Broker)
Matt Goode (Corporate Finance) +44 (0)20 7220 0500
Carl Holmes (Corporate Finance)
Tim Redfern (Corporate Broking)
Redleaf Communications Ltd (Financial PR Advisor) somero@redleafpr.com
Rebecca Sanders-Hewett +44 (0)20 7382 4730
David Ison
Susie Hudson
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | John Yuncza |
2. | Reason for the Notification | |
a) | Position/status | Chief Financial Officer |
b) | Initial notification/Amendment | Initial notification
|
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Somero Enterprises Inc. |
b) | LEI | n/a |
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 $0.001 each ("Ordinary Shares") |
Identification code | USU834501038 | |
b) | Nature of the transaction | Employee Share Award |
c) | Price(s) and volume(s) | Price: 281p Volume: 13,364 |
d) | Aggregated information: · Aggregated volume · Price | n/a |
e) | Date of the transaction | 17 March 2017 |
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Howard Hohmann |
2. | Reason for the Notification | |
a) | Position/status | Executive Director |
b) | Initial notification/Amendment | Initial notification
|
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Somero Enterprises Inc. |
b) | LEI | n/a |
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 $0.001 each ("Ordinary Shares") |
Identification code | USU834501038 | |
b) | Nature of the transaction | Employee Share Award |
c) | Price(s) and volume(s) | Price: 281p Volume: 6,364 |
d) | Aggregated information: · Aggregated volume · Price | n/a |
e) | Date of the transaction | 17 March 2017 |
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) |