Last checked at 8 Aug 2016 18:01
8 August 2016
Sound Energy plc
("Sound Energy" or the "Company")
Issue of Options, Exercise of Expiring Options,
Issue of Equity and Director/PDMR Shareholding and Issue of Warrants
Sound Energy, the Mediterranean focused upstream gas company, announces the issue of options to certain of the directors of the Company and the exercise of expiring options by a director of the Company.
Issue of options
The Company announces that it has today issued a total of 1,500,000 options to subscribe for new ordinary shares in the Company at a price of 60 pence per new ordinary share (the "Options") to certain of the Directors of the Company in the amounts set out below.
Director
|
Number of Options |
Exercise price (pence) |
Expiry date |
Steven Whyte | 1,000,000 | 60.0 | 8 August 2021 |
Richard Liddell | 250,000 | 60.0 | 8 August 2021 |
Marco Fumagalli | 250,000 | 60.0 | 8 August 2021 |
The Options will vest on 8 August 2019 and will be capable of exercise from vesting until their expiry date of 8 August 2021.
Exercise of options, issue of equity and Director/PDMR shareholding
The Company also announces that James Parsons, the Company's Chief Executive Officer, has today exercised a total of 1,780,000 options to subscribe for new ordinary shares in the Company. The options exercised by Mr. Parsons, details of which are provided below, include 1,330,000 options which would otherwise have expired in the next eight weeks.
Number of options exercised
|
Exercise price (pence) |
Expiry date |
1,000,000 | 16.50 | 25 October 2016 |
330,000 | 21.75 | 4 September 2016 |
450,000 | 25.00 | 28 February 2018 |
As a result of this exercise of options, the Company has today issued a total of 1,780,000 new ordinary shares in the Company (the "New Ordinary Shares"). Application has been made for the New Ordinary Shares, which rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on AIM. It is expected that dealings will commence on 12 August 2016. Following the issue of the New Ordinary Shares, the Company will have 531,867,576 ordinary shares in issue.
In connection with the exercise of options, the Company has also been notified that Mr. Parsons has also today sold 1,140,880 ordinary shares in the Company at a price of 62.0 pence per ordinary share to meet expected tax and exercise liabilities in respect of the exercise.
As a result, Mr. Parsons is now beneficially interested in a total of 1,596,474 ordinary shares in the Company, representing 0.3% of the Company's issued ordinary share capital, as enlarged by this exercise of options. In addition, Mr. Parsons remains interested in options to subscribe for up to a further 7,600,000 new ordinary shares in the Company, subject to vesting criteria being met.
Issue of Warrants
On 21 June 2016 the Company announced that, pursuant to a subscription agreement dated 21 June 2016 (the "Subscription Agreement"), Greenberry S.A. ("Greenberry") had subscribed for 5 year non-amortising secured bonds with an aggregate par value of Euro 28.8 million (the "Bonds") and that alongside the Bonds, the Company would be issuing 70,312,500 warrants to subscribe for new ordinary shares in the Company at an exercise price of 30 pence per ordinary share and an exercise period of approximately five years, concurrent with the term of the Bonds, to Greenberry (the "Warrants"). Under the Subscription Agreement, the Bonds were issued in a number of tranches and the Warrants were to be issued alongside the final tranche of the Bonds. Following the issue of the final tranche of the Bonds, the Company now announces that it has today issued the 70,312,500 Warrants to Greenberry.
The notifications below, made in accordance with the requirements of the Market Abuse Regulation, provide further detail.
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 | Stephen James Whyte | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Non-Executive Chairman) | |
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 | - | |
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 | Options to subscribe for new ordinary shares of £0.01 each | |
Identification code | GB00B90XFF12 | ||
b) | Nature of the transaction | Grant of options | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.60 | 1,000,000 | ||
d) | Aggregated information | ||
Aggregated volume | N/A - single transaction | ||
Price | N/A - single transaction | ||
e) | Date of the transaction | 8 August 2016 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Richard Liddell | |
2 | Reason for the notification | ||
a) | Position/status | 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 | - | |
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 | Options to subscribe for new ordinary shares of £0.01 each | |
Identification code | GB00B90XFF12 | ||
b) | Nature of the transaction | Grant of options | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.60 | 250,000 | ||
d) | Aggregated information | ||
Aggregated volume | N/A - single transaction | ||
Price | N/A - single transaction | ||
e) | Date of the transaction | 8 August 2016 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Marco Fumagalli | |
2 | Reason for the notification | ||
a) | Position/status | 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 | - | |
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 | Options to subscribe for new ordinary shares of £0.01 each | |
Identification code | GB00B90XFF12 | ||
b) | Nature of the transaction | Grant of options | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.60 | 250,000 | ||
d) | Aggregated information | ||
Aggregated volume | N/A - single transaction | ||
Price | N/A - single transaction | ||
e) | Date of the transaction | 8 August 2016 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Greenberry S.A. | |
2 | Reason for the notification | ||
a) | Position/status | Notification concens a PCA, being a legal person the managerial responsibilities of which are discharged by Marco Fumagalli, a PDMR (Non-Executive Director of Sound Energy plc). | |
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 | - | |
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 | Warrants to subscribe for new ordinary shares of £0.01 each | |
Identification code | GB00B90XFF12 | ||
b) | Nature of the transaction | Issue of warrants | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.30 | 70,312,500 | ||
d) | Aggregated information | ||
Aggregated volume | N/A - single transaction | ||
Price | N/A - single transaction | ||
e) | Date of the transaction | 8 August 2016 | |
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 | - | |
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 £0.01 each | |
Identification code | GB00B90XFF12 | ||
b) | Nature of the transaction | Exercise of options and disposal of ordinary shares | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
Exercise of options: £0.1650 £0.2175 £0.2500 Disposal of ordinary shares: £0.62 | Exercise of options: 1,000,000 330,000 450,000 Disposal of ordinary shares: 1,140,880 | ||
d) | Aggregated information | ||
Aggregated volume | Exercise of options: 1,780,000 Disposal of ordinary shares: 1,140,880 | ||
Price | Exercise of options: £349,275 Disposal of ordinary shares: £707,345 | ||
e) | Date of the transaction | 8 August 2016 | |
f) | Place of the transaction | Exercise of options: Outside of a trading venue Disposal of ordinary shares: London Stock Exchange | |
This announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
For further information on Sound Energy visit www.soundenergyplc.com or contact:
Vigo Communications - PR Adviser Patrick d'Ancona Chris McMahon Alexandra Roper | 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 |
Cantor Fitzgerald Europe - Broker Sarah Wharry David Porter
|
Tel: +44 (0)20 7894 8896 |