TIDMSOU
RNS Number : 1712K
Sound Energy PLC
03 May 2022
3 May 2022
Sound Energy plc
("Sound Energy" or the "Company")
New Long Term Incentive Plan
Award of Options, Issue of Equity and Director/PDMR
Shareholding
Total Voting Rights
Sound Energy, the transition energy company, announces the
adoption of a new long term incentive plan (the "LTIP"), designed
to reward, incentivise and retain the Company's executives and
senior management to deliver sustainable growth for shareholders.
The Company has awarded options under the LTIP, together with
options in respect of prior period employee annual bonus awards,
over up to an aggregate of 69,112,143 new ordinary shares of 1
pence each in the Company ("Ordinary Shares").
In addition, the Company also announces the issue of an
aggregate of 16,094,723 new Ordinary Shares following the vesting
of historically awarded restricted stock units ("RSU"s), the award
of an exceptional share-based bonus to Mohammed Seghiri, Sound
Energy's Chief Operating Officer, and the settlement of fees for
services provided to the Company by third party service
providers.
LTIP
The LTIP has been designed to reward, incentivise and retain the
Company's executives and senior management to deliver sustainable
growth for shareholders. The maximum number of awards which may be
issued under the LTIP from time to time will be limited to 3% of
the Company's issued share capital on the date of grant of awards,
and together with all other options issued by the Company under any
employee share scheme from time to time will not exceed an
aggregate of 15% of the Company's issued ordinary share capital in
a rolling ten year period. Awards granted under the LTIP will
generally be subject to a 3 year vesting period from the date of
grant, the number of awards ultimately vesting dependent on the
grantee's continued service and on additional performance
conditions set by the Remuneration Committee.
Under the LTIP, the Company has today issued a total of
48,875,515 options to subscribe for new Ordinary Shares (the "LTIP
Options") to certain of the Company's senior executives, of which
12,218,879 LTIP Options have been awarded to Graham Lyon, the
Company's Executive Chairman, and 7,331,327 LTIP Options have been
awarded to Mohammed Seghiri, the Company's Chief Operating
Officer.
Vesting of the LTIP Options, which represent approximately 3 per
cent. of the Company's existing issued ordinary share capital, will
be subject to: (a) the Company's share price on the third
anniversary of the date of grant (the "Performance Testing Date");
and (b) to the grantee remaining an executive employee of the
Company on the Performance Testing Date. Actual vesting of the LTIP
Options, the number of which is determined on the Performance
Testing Date, will then occur in three tranches on the third (25%),
fourth (35%) and fifth (40%) anniversaries of grant. The number of
LTIP Options vesting on the Performance Testing Date will be
calculated as follows, with a linear relationship between vesting
thresholds:
Share price on Performance % Options Vesting
Testing Date
>= 5.38p 50%
------------------
>= 10.75p 100%
------------------
In the event the LTIP Options vest, in whole or in part, then
they will be exercisable at a price of 2.4 pence per new ordinary
share.
2020 and 2021 Annual Bonus Awards
The Company also announces that in order to preserve the
Company's cash resources, annual bonus awards for each of 2020 and
2021 (made in accordance with Sound Energy's Remuneration Policy
and adjusted for each individual in line with the degree to which
they have achieved their individual KPIs), have been made in the
form of nil-cost options to employees. 11,454,918 nil-cost options
have now been awarded in respect of bonus awards for the year ended
31 December 2020 (the "2020 Options") and 8,781,710 nil-cost
options have been awarded for the year ended 31 December 2021 (the
"2021 Options") to certain of the Company's employees, including:
Graham Lyon, the Company's Executive Chairman and Mohammed Seghiri,
the Company's Chief Operating Officer. The awards to Messrs Lyon
and Seghiri are as follows:
2020 Options 2021 Options
Graham Lyon 4,543,269 3,197,674
------------- --------------
Mohammed Seghiri 2,447,552 1,860,465
------------- --------------
The issue of the 2020 Options and the 2021 Options represents
the entire bonus awards for each of the recipients, with no cash
bonuses payable to recipients in respect of the years ended 31
December 2020 and 31 December 2021.
The 2020 Options and 2021 Options vest immediately and expire
five years from the date of grant.
Share-based Bonus
The Company also announces that an exceptional one-off
share-based bonus payment (the "One-Time Bonus") has been awarded
to Mohammed Seghiri, the Company's Chief Operating Officer. The
One-Time Bonus follows the delivery of all elements required to
take FID for Phase 1 of the Tendrara Development and for
establishing the commercial framework for monetisation of Phase 2
of the Tendrara development. To preserve cash resources, this
One-Time Bonus is also being paid in new Ordinary Shares, resulting
the issue of a total of 13,419,891 new Ordinary Shares (the "Bonus
Shares") to Mohammed Seghiri in recognition of his major
contributions to the advancement of both Phase 1 and Phase 2
development of the Tendrara Production Concession.
Commenting, Christian Bukovics, Senior Independent Non-Executive
Director and Chairman of the Sound Energy Remuneration Committee,
commented:
"Due to continuous, dedicated efforts to negotiate the right
commercial framework for Phases 1 and 2 of the Tendrara gas
developments and reviewing new business development options, the
Company has been prohibited from implementing its revised
incentivisation structure and from making annual bonus awards for a
prolonged period. The One-Time Bonus awarded to Mr Seghiri is based
on an original agreement in 2018 and recognises the major
milestones achieved thanks to his sustained efforts over several
years. The new LTIP in particular focuses on value creation and
will ensure that the interests of executive directors and senior
managers remain aligned with those of the Company's
shareholders."
Further Issues of Equity and Total Voting Rights
As a result of the award of the Bonus Shares, the vesting of
1,057,211 historically awarded RSUs (the "RSU Shares") and the
settlement of fees for services provided to the Company by third
party service providers through the conditional issue of issue of
1,617,621 new Ordinary Shares, the Company has made application for
an aggregate of 16,094,723 new Ordinary Shares (the "New Shares"),
which will rank pari passu with the Company's existing Ordinary
Shares, to be admitted to trading on AIM ("Admission") . Dealings
in the New Shares are expected to commence on or around at 8.00
a.m. on 5 May 2022.
On Admission, the Company will have 1,645,278,630 Ordinary
Shares in issue. No Ordinary Shares are held in treasury. The
figure of 1,645,278,630 may be used by the Company's shareholders
as the denominator in the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Director/PDMR Shareholding
Of the 13,419,891 Bonus Shares and 322,092 RSU Shares issued in
respect of the RSU's historically awarded to Mohammed Seghiri, a
total of 2,658,667 Ordinary Shares were sold to cover tax
liabilities in respect of the Ordinary Share issues to Mr. Seghiri.
On Admission Mohammed Seghiri will be interested in 11,083,316
Ordinary Shares, representing approximately 0.7 per cent. of the
Company's issued ordinary share capital.
The notifications below, made in accordance with the
requirements of the UK Market Abuse Regulation, provide further
details.
Related Party Transactions
As directors of the Company, Graham Lyon and Mohammed Seghiri
are each deemed to be related parties of Sound Energy under the AIM
Rules for Companies (the "AIM Rules") and, on account of the award
of LTIP Options to Messrs Lyon and Seghiri and the issue of the
Bonus Shares to Mohammed Seghiri, the implementation of the LTIP
and the award of the LTIP Options and the One-Time Bonus constitute
related party transactions for the purposes of Rule 13 of the AIM
Rules (the "Related Party Transactions").
The independent directors of the Company (being Christian
Bukovics, David Blewden and Marco Fumagalli) consider, having
consulted with the Company's nominated adviser, that the terms of
the Related Party Transactions are fair and reasonable insofar as
the Company's shareholders are concerned.
For further information please contact:
Vigo Consulting - PR Adviser Tel: +44 (0)20 7390 0230
Patrick d'Ancona
Finlay Thomson
Sound Energy cchairman@soundenergyplc.com
Graham Lyon, Executive Chairman
Cenkos Securities - Nominated Adviser Tel: +44 (0)20 7397 8900
Ben Jeynes
Peter Lynch
SP Angel Corporate Finance LLP Tel: +44 (0)20 3470 0470
Richard Hail
NOTIFICATIONS AND PUBLIC DISCLOSURES 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 Graham Lyon
----------------------------------- --------------------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------------------
a) Position/status PDMR (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 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 Ordinary shares of 1p each
instrument, type of instrument
------------------------------------------------------ ----------------------------------------------------
Identification code GB00B90XFF12
------------------------------------------------------ ----------------------------------------------------
b) Nature of the transaction 1. Award of options to subscribe
for new ordinary shares pursuant
to Sound Energy plc LTIP
2. Award of nil cost options
in respect of 2020 annual
bonus
3. Award of nil cost options
in respect of 2021 annual
bonus
------------------------------------------------------ ----------------------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
------------------------------------------------------ --------------------- -----------------------------
1. Nil 1. 12,218,879
2. Nil 2. 4,543,269
3. Nil 3. 3,197,674
------------------- --------------------------------- --------------------- -----------------------------
d) Aggregated information NA (single transactions)
------------------------------------------------------ ----------------------------------------------------
Aggregated volume -
------------------------------------------------------ ----------------------------------------------------
Price -
------------------------------------------------------ ----------------------------------------------------
e) Date of the transaction 1. 3 May 2022
2. 3 May 2022
3. 3 May 2022
------------------------------------------------------ ----------------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------------------------------ ----------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mohammed Seghiri
------------------------------------- -----------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------------
a) Position/status PDMR (Chief Operating 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 Ordinary shares of 1p each
instrument, type of instrument
------------------------------------- -------------------------------------------------
Identification code GB00B90XFF12
------------------------------------- -------------------------------------------------
b) Nature of the transaction 1. Award of options to subscribe
for new ordinary shares pursuant
to Sound Energy plc LTIP
2. Award of nil cost options
in respect of 2020 annual bonus
3. Award of nil cost options
in respect of 2021 annual bonus
4. Issue of ordinary shares
following vesting of Restricted
Stock Units
5. Bonus award
6. Bonus award
7. Sale of Shares to cover
taxes
------------------------------------- -------------------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
------------------------------------- -------------------- ---------------------------
1. Nil 1. 7,311,327
2. Nil 2. 2,447,552
3. Nil 3. 1,860,465
4. Nil 4. 322,092
5. 1.3p 5. 6,923,076
6. 1.57p 6. 6,496,815
7. 2.4132p 7. 2,658,667
----------------------------------- -------------------- ---------------------------
d) Aggregated information NA (single transactions)
------------------------------------- -------------------------------------------------
Aggregated volume -
------------------------------------- -------------------------------------------------
Price -
------------------------------------- -------------------------------------------------
e) Date of the transaction 1.3 May 2022
2. 3 May 2022
3. 3 May 2022
4. 3 May 2022
5. 3 May 2022
6. 3 May 2022
7. 29 April 2022
------------------------------------- -------------------------------------------------
f) Place of the transaction
1. Outside of a trading venue
2. Outside of a trading venue
3. Outside of a trading venue
4. Outside of a trading venue
5. Outside of a trading venue
6. Outside of a trading venue
7. AIMX
------------------------------------- -------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
DSHBKNBNPBKDCPK
(END) Dow Jones Newswires
May 03, 2022 11:42 ET (15:42 GMT)
Sound Energy (LSE:SOU)
Historical Stock Chart
From Feb 2024 to Mar 2024
Sound Energy (LSE:SOU)
Historical Stock Chart
From Mar 2023 to Mar 2024