Last checked at 1 Apr 2021 07:00
1 April 2021
Tower Resources plc
Grant of Options under Annual Long Term Incentive Plan
Issue of Warrants to Directors
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, announces that it has made an annual award of share options under its Long Term Incentive plan, and has also issued warrants in lieu of fees to Directors and to one of its contractors in respect of the second quarter of 2021.
The share options (the "Options") over a total of 88 million new ordinary shares ("Shares") in the capital of the Company were awarded on 31 March 2021 at an exercise price of 0.45 pence per ordinary share, being a premium of 43% over the closing price of the Shares on that day. The Options will vest in three equal tranches being 12, 24 and 36 months respectively after issue and will expire, if not previously exercised, on the fifth anniversary of their issue, and will be governed by the terms of the Company's existing share option scheme (the "Scheme"). The award of options under the Long Term Incentive plan is an annual event, which normally takes place in the first quarter of each year, but was delayed in 2020 due to a closed period and other factors.
Details of the grant to directors, PDMRs and consultants are set out below:
Director/PDMR | Existing number of options | Number of new options granted | Total number of options held following issue |
Jeremy Asher‡ | 120,000,000 | 60,000,000 | 180,000,000 |
Honore Dairou | 25,000,000 | 20,000,000 | 45,000,000 |
Consultants | 10,000,000 | 6,500,000 | 16,500,000 |
Others | 2,500,000 | 1,500,000 | 4,000,000 |
TOTAL | 157,500,000 | 88,000,000 | 245,500,000 |
‡ Held by Pegasus Petroleum Ltd, which is owned and controlled by Jeremy Asher
The Company also announces the following issue of warrants to Directors in lieu of fees.
Warrants are being issued in lieu of £30,000 (in aggregate) of Directors fees to Paula Brancato and Mark Enfield (Non-Executive Directors), and Jeremy Asher (as Chairman) in settlement of fees due for the period from 1 April 2021 to 30 June 2021, to conserve the Company's working capital.
The warrants are exercisable at a strike price of 0.45 pence ("Warrants"), which is a premium of 43% to the closing share price of 0.315 pence per share on 31 March 2021, and is the same strike price used for the Company's recently awarded Long Term Incentive Options for management, and are exercisable for a period of 5 years from the date of issue. The Warrants being issued are detailed below:
Director | Number of Warrants being issued | Total number of Warrants held including this issue* | Shareholding upon exercise of total number of Warrants held | % of issued share capital upon exercise of Warrants |
Jeremy Asher | 6,499,133 | 264,776,160 | 603,907,241 | 24.20% |
Paula Brancato | 3,249,567 | 9,018,873 | 9,018,873 | 0.36% |
Mark Enfield | 3,249,567 | 7,175,025 | 9,052,169 | 0.36% |
*Warrants are held at different prices.
As previously announced, the Directors will consider issuing further warrants in lieu of fees for each calendar quarter based on the closing price of the shares and the warrant valuation on the last day of the previous quarter and will make an election and announce the issue of warrants (if so elected) at the earliest opportunity in each calendar quarter. This election will be made by the Board with each Director taking into consideration the working capital position of the Company.
Finally, the Company also announces the issue of 4,000,000 warrants, on the same terms as the Warrants issued to Directors, to Mr Duncan Rushworth in lieu of fees for his work for the Company during the period from 1 April 2021 to 30 June 2021.
Warrants and Options in issue
Following the above issue of Options and Warrants, the total number of Warrants in issue is 765,647,730 equating to 27.93% of the Company's enlarged share capital assuming full exercise of all warrants and share options, and the total number of Options in issue is 245,500,000 equating to 8.96% of the Company's enlarged share capital assuming full exercise of all warrants and share options.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
Contacts
Tower Resources plc | +44 20 7157 9625 |
Jeremy AsherChairman and CEO |
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Andrew MatharuVP - Corporate Affairs |
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SP Angel Corporate Finance LLPNominated Adviser and Joint Broker Stuart Gledhill Caroline Rowe
| +44 20 3470 0470 |
ETX CapitalJoint Broker Elliot Hance | +44 20 7392 1436 |
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Turner Pope Investments (TPI) LimitedJoint Broker Andy Thacker
| +44 20 3657 0050 |
Panmure Gordon (UK) LimitedJoint Broker Nick Lovering Hugh Rich
| +44 20 7886 2500 |
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: | Mark Enfield | ||||||
2. | Reason for the notification | |||||||
a) | Position/status: | 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: | Tower Resources PLC | ||||||
b) | LEI: | 2138002J9VH6PN7P2B09 | ||||||
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: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
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b) | Nature of the transaction: | Warrants in lieu of Directors fees | ||||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 1 April 2021 07:00 BST | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Paula Brancato | ||||||
2. | Reason for the notification | |||||||
a) | Position/status: | 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: | Tower Resources PLC | ||||||
b) | LEI: | 2138002J9VH6PN7P2B09 | ||||||
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: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
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b) | Nature of the transaction: | Warrants in lieu of Directors fees | ||||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 1 April 2021 07:00 BST | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Jeremy Asher | ||||||
2. | Reason for the notification | |||||||
a) | Position/status: | Chairman and 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: | Tower Resources PLC | ||||||
b) | LEI: | 2138002J9VH6PN7P2B09 | ||||||
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: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
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b) | Nature of the transaction: | Warrants in lieu of Directors fees
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c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single Transaction as in 4 c) above
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e) | Date of the transaction: | 1 April 2021 07:00 BST | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Jeremy Asher | ||||||
2. | Reason for the notification | |||||||
a) | Position/status: | Chairman and CEO | ||||||
b) | Initial notification/Amendment: | Initial notification | ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Tower Resources PLC | ||||||
b) | LEI: | 2138002J9VH6PN7P2B09 | ||||||
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: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
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b) | Nature of the transaction: | Share Options | ||||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 1 April 2021 07:00 BST | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Honore Dairou | ||||||
2. | Reason for the notification | |||||||
a) | Position/status: | Director Tower Resources Cameroon S.A | ||||||
b) | Initial notification/Amendment: | Initial notification | ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Tower Resources PLC | ||||||
b) | LEI: | 2138002J9VH6PN7P2B09 | ||||||
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: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
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b) | Nature of the transaction: | Share Options | ||||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 1 April 2021 07:00 BST | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||