Last checked at 26 Apr 2018 17:27
26 April 2018
Sound Energy plc
("Sound Energy" or the "Company")
Issue of Equity, Long Term Incentive Plan and Director/PDMR Shareholdings
Sound Energy, the Moroccan focused upstream company, today announces that it has established a new Long Term Incentive Programme for Sound Energy management and key personnel (the "LTIP") and that it has issued new ordinary shares in the Company ("Ordinary Shares") to certain employees of the Company in respect of performance bonuses for the 2017 financial year. Sound Energy also announces changes to certain of the Company's Directors' interests in Ordinary Shares.
Issue of Equity and Total Voting Rights
The Company has today issued a total of 688,146 new Ordinary Shares (the "New Ordinary Shares") to certain employees of the Company in respect of performance bonuses for the 2017 financial year. Application will be made to the London Stock Exchange plc for the New Ordinary Shares, which will rank pari passu with the Company's existing Ordinary Shares, to be admitted to trading on AIM. Dealings are expected to commence at 8.00 a.m. on 2 May 2018 ("Admission").
Following the issue of the New Ordinary Shares, the Company will have 1,016,913,487 Ordinary Shares in issue (the "Issued Ordinary Share Capital") with no shares held in treasury. This is the total number of voting rights in Sound Energy and may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Long Term Incentive Plan and Director/PDMR Shareholding
The Company's Remuneration Committee has established a LTIP to incentivise the Company's management and key personnel. The LTIP replaces the Company's existing share options programme established in 2011 and there will be no further awards under the previous share options programme.
Under the LTIP, the Board has today awarded restricted stock units ("RSUs") over a total of 2,808,956 new Ordinary Shares (the "RSU Grant"). Awardees of RSUs will receive the awarded number of underlying Ordinary Shares, which will be issued by the Company on vesting of the RSUs subject to select performance criteria. The vesting date under the RSU Grant is 1 January 2021. The RSUs also immediately vest in the event of a change in control.
The RSU Grant includes the award of 863,682 RSUs to Brian Mitchener, the Company's Exploration Director. The Chief Executive has elected not to participate in the new LTIP.
Trading Plan - Director/PDMR Shareholding
In addition, the Company was notified on 26 April 2018 that on the same date James Parsons, the Company's Chief Executive Officer, entered into an equity equalisation trading plan (the "Trading Plan"). Trading plans are frequently used by Company Executives to responsibly manage their equity positions over time whilst ensuring compliance with the Market Abuse and other Regulations.
The Trading Plan has been established with the objective of broadly maintaining Mr. Parsons' current equity position in the Company (prior to entry into the Trading Plan; circa 3.1 million shares) at the end of the next 12 months given the upcoming vesting of existing share options. The Trading Plan has been entered into with Equiniti Financial Services Limited, as broker, to effect select option exercises and sales of Ordinary Shares by Mr. Parsons over time. Based on the Trading Plan it is estimated he will again hold some 3.1 million Ordinary Shares around the end of Q1 2019. As a first transaction under the Trading Plan, Mr. Parsons has today sold 1,000,000 Ordinary Shares at a price of 40.86 pence per Ordinary Share. Mr. Parsons is interested in 2,192,283 Ordinary Shares, representing 0.22% of the Issued Ordinary Share Capital, and holds options to subscribe for new Ordinary Shares as described below.
Number of options | Date of grant | Vesting date | Last exercise date | Exercise price (pence) |
1,250,000 | 25 Sep 2015 | 25 Sep 2018 | 25 Sep 2020 | 14.25 |
3,000,000 | 23 Mar 2016 | 23 Mar 2019 | 23 Mar 2021 | 16.00 |
Continental Distribution - Director/PDMR Shareholding
The Company also announces that it has been notified by Continental Investment Partners S.A. ("CIP") that Metano Capital S.A., a 100% CIP subsidiary, has today, as part of a broader restructuring of its business following the successful IPO of CIP Merchant Capital plc, distributed 48,780,125 Ordinary Shares from its existing shareholding in the Company directly to CIP investors as a distribution in kind for no consideration (the "CIP Distribution"). The Company understands that there have been no immediate disposals of Ordinary Shares by CIP investors receiving Ordinary Shares under the CIP Distribution.
Following the CIP Distribution, CIP and its affiliates remain interested in a total of 18,675,509 Ordinary Shares, representing 1.84% of the Issued Ordinary Share Capital. Marco Fumagalli, a Director of the Company, is Founding Partner and 25% shareholder of CIP.
The notifications below, made in accordance with the requirements of the Market Abuse Regulation, provide further detail.
For further information please contact:
Vigo Communications - PR Adviser Patrick d'Ancona Chris McMahon Kate Rogucheva | Tel: +44 (0)20 7830 9700 |
Sound Energy James Parsons, Chief Executive Officer
|
j.parsons@soundenergyplc.com
|
Smith & Williamson - Nominated Adviser Azhic Basirov David Jones Ben Jeynes
| Tel: +44 (0)20 7131 4000 |
RBC - Joint Broker Matthew Coakes Martin Copeland Laura White | Tel: +44 (0)20 7653 4000 |
Macquarie Capital (Europe) Limited - Joint Broker Alex Reynolds Nick Stamp |
Tel: +44 (0)20 3037 2000 |
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) | Name | Brian Mitchener | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Exploration Director)
| |
b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Sound Energy plc | |
b) | LEI | 213800VQKS2TU6FOW115 | |
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 1p each | |
Identification code | GB00B90XFF12 | ||
b) | Nature of the transaction | Award of restricted stock units over ordinary shares of 1p each | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.00 | 863,682 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 26 April 2018 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | James Parsons | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Chief Executive Officer)
| |
b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Sound Energy plc | |
b) | LEI | 213800VQKS2TU6FOW115 | |
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 1p each | |
Identification code | GB00B90XFF12 | ||
b) | Nature of the transaction | Sale of ordinary shares | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.4086 | 1,000,000 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 26 April 2018 | |
f) | Place of the transaction | AIMX | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Metano Capital S.A. | |
2 | Reason for the notification | ||
a) | Position/status | Notification concerns a PCA, being a legal person the managerial responsibilities of which are discharged by Marco Fumagalli, a PDMR (Non-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 | Sound Energy plc | |
b) | LEI | 213800VQKS2TU6FOW115 | |
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 1p each | |
Identification code | GB00B90XFF12 | ||
b) | Nature of the transaction | Disposal of ordinary shares of 1p by way of distribution in kind for no consideration | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.00 | 48,780,125 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 26 April 2018 | |
f) | Place of the transaction | Outside of a trading venue | |