Last checked at 30 Sep 2019 07:00
UK Oil & Gas PLC
("UKOG" or the "Company")
Grant of Options and Share Incentive Plan
UK Oil & Gas PLC (LSE AIM/ISDX: UKOG) announces that options (the "Options") over a total of 121,500,000 new ordinary shares in the capital of the Company ("Ordinary Shares") were awarded on 27 September 2019 at an exercise price of 1.13 pence (being the closing price of an Ordinary Share on 27 September 2019). The Options vest immediately and will expire in five years from the date of grant.
The Options represent, in aggregate, approximately 1.8% of the existing Ordinary Share capital of the Company and have been issued to employees and the Directors of the Company. Following the issue, the Company has a total of 291,000,000 options and warrants outstanding, representing approximately 4.4% of the existing Ordinary Share Capital of the Company.
Following the grant of these Options, the Directors will hold the following Ordinary Shares and options.
Director | Position | Options Granted | Total Options Held | Current holding in UKOG | Current Shareholding as a % of Current Issued Share Capital (excluding options) |
Stephen Sanderson | Chief Executive | 25,000,000 | 75,000,000 | - | - % |
Kiran Morzaria | Finance Director | 6,500,000 | 26,500,000 | - | - % |
Allen D Howard | Non-Executive Chairman | 5,000,000 | 15,000,000 | 4,508,178 | 0.1% |
Nicholas Mardon Taylor | Non-Executive Director | 4,000,000 | 4,000,000 | - | - % |
Share Incentive Plan:
On 29 September 2014 the Company established a share incentive plan ("SIP"). The purpose of the SIP was 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 are 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 will not, in any 2-year rolling period, exceed 10 per cent of the Company's issued share capital from time to time without the prior approval of shareholders of the Company. To date no shares under the SIP have been awarded to any current directors, employees or consultants.
In order to implement the SIP, the Company 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 to subscribe for 201,000,000 new ordinary shares of 0.01p each in the Company, at par value per Ordinary Share at an aggregate cost to the Company of £20,100, such new Ordinary Shares representing 3.1% of the existing issued share capital of the Company (the "New Ordinary Shares"). The Company has today therefore agreed to make a loan of £20,100 to the Company to fund the 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.
As such the Company has today allotted 201,000,000 new ordinary shares to the EBT, the shares will rank pari passu in all respects with the existing ordinary shares. It is anticipated that the EBT Shares will be admitted to trading on AIM on or around 4 October 2019 ("Admission").
Following Admission of the Investor Shares, the Company's issued share capital will comprise 6,658,567,170 ordinary shares. As the Company does not hold any shares in treasury, this figure of 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 in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
PDMR Disclosure
The exercise, grant and change to the expiry date of options is notifiable pursuant to the EU Market Abuse Regulation. Notification and public disclosure of transactions by PDMR and persons closely associated with them in accordance with the requirements of the EU Market Abuse Regulation can be found below:
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Stephen Sanderson | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Executive | ||||
b) | Initial notification/ Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | UK Oil & Gas PLC | ||||
b) | LEI | 213800IZP9HKGVLHQ907 | ||||
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 Share
| ||||
b) | Nature of the transaction | Award of Options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
25,000,000 1.13 pence | ||||
e) | Date of the transaction | 27/09/2018 | ||||
f) | Place of the transaction | Outside Trading Venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Kiran Morzaria | ||||
2 | Reason for the notification | |||||
a) | Position/status | Finance Director | ||||
b) | Initial notification/ Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | UK Oil & Gas PLC | ||||
b) | LEI | 213800IZP9HKGVLHQ907 | ||||
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 Share
| ||||
b) | Nature of the transaction | Award of Options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
6,500,000
1.13 pence | ||||
e) | Date of the transaction | 27/09/2018 | ||||
f) | Place of the transaction | Outside Trading Venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Allen Howard | ||||
2 | Reason for the notification | |||||
a) | Position/status | 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 | UK Oil & Gas PLC | ||||
b) | LEI | 213800IZP9HKGVLHQ907 | ||||
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 Share
| ||||
b) | Nature of the transaction | Award of Options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
5,000,000
1.13 pence | ||||
e) | Date of the transaction | 27/09/2018 | ||||
f) | Place of the transaction | Outside Trading Venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Nicholas Mardon Taylor | ||||
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 | UK Oil & Gas PLC | ||||
b) | LEI | 213800IZP9HKGVLHQ907 | ||||
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 Share
| ||||
b) | Nature of the transaction | Award of Options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
4,000,000
1.13 pence | ||||
e) | Date of the transaction | 27/09/2018 | ||||
f) | Place of the transaction | Outside Trading Venue | ||||
For further information, please contact:
UK Oil & Gas PLC
Stephen Sanderson / Kiran Morzaria Tel: 01483 900582
WH Ireland Ltd (Nominated Adviser and Broker)
James Joyce / James Sinclair-Ford Tel: 020 7220 1666
Cenkos Securities PLC (Joint Broker)
Joe Nally / Neil McDonald Tel: 0207 397 8919
Novum Securities (Joint Broker)
John Bellis Tel: 020 7399 9400
Public Relations
Brian Alexander Tel: 01483 900582
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014