UK Oil & Gas Regulatory News (UKOG)

For immediate release

29 September 2014

UK Oil & Gas Investments Plc

("UKOG" or the "Company")

Establishment of Employee Benefit Trust

The Company announces that it has established a share incentive plan ("SIP") effective as of 29 September 2014. The purpose of the SIP is to reward and incentivise officers, employees and consultants of the Company and any investee companies or subsidiaries by the award of ordinary shares in the capital of the Company ("Ordinary Shares") at nil cost. Awards of Ordinary Shares to beneficiaries under the SIP will be subject to appropriate vesting and other performance conditions in line with normal market practice, which will be set by the Remuneration Committee as and when any awards are made. Awards of Ordinary Shares under the SIP may also not, in any 2 year rolling period from today's date, exceed 10 per cent. of the Company's issued share capital from time to time without the prior approval of shareholders of the Company.

In order to implement the SIP, the Company has established an employee benefit trust called the UK Oil & Gas Investments Employee Benefit Trust ("EBT"). The EBT may hold up to a maximum of 10 per cent. of the Company's issued share capital from time to time for the beneficiaries of the EBT. The EBT is a discretionary trust for the benefit of directors, employees and consultants of the Company and any investee company or subsidiary. 

The Company was notified today by the trustees of the EBT, LGL Trustees Jersey, that they intend initially to subscribe for 129,000,000 new ordinary shares of 0.01p each in the Company, at par value per Ordinary Share at an aggregate cost to the Company of £12,900, such new Ordinary Shares representing 9.97% of the existing issued share capital of the Company (the "New Ordinary Shares"). The Company has today therefore agreed to make a loan of £12,900 to the Company to fund the initial subscription by the EBT. The Ordinary shares held in the EBT are intended to be used to satisfy any future awards made by the Company's Remuneration Committee under the terms of the SIP. Awards of Ordinary Shares to beneficiaries by the EBT will be subject to appropriate vesting and other performance conditions, in line with normal market practice, which will be set by the Remuneration Committee.

Application will be made for the 129,000,000 New Ordinary Shares, which when issued will rank pari passu with the existing Ordinary Shares, to be admitted to trading on AIM with effect from 3 October 2014.

Following Admission, the Company's issued share capital will consist of 1,423,063,508 Ordinary Shares with a nominal value of 0.01p each, with voting rights. The Company does not hold any Ordinary Shares in Treasury. Therefore the total number of Ordinary Shares in the Company with voting rights is 1,423,063,508.

The above figure of 1,423,063,508 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

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