Restricted Stock Units& Director/PDMR Shareholding

RNS Number : 8227S

Somero Enterprises Inc.

14 March 2023

 

Somero Enterprises Inc.

("Somero" or the "Company")

Restricted Stock Units and

Director/PDMR Shareholding

Senior Management Equity Bonus Program

On 13 March 2023, the Board of the Company approved the issuance of 21,114 new shares of common stock to senior managers, including certain executive Directors, under Somero's 2022 Equity Bonus Plan (the "Plan"). Under the Plan, eligible senior managers were able to choose to receive up to 100% of their 2022 annual performance bonus in shares of common stock in the Company. The shares issued to participating senior managers are fully-vested with no performance conditions.  The number of shares issued under this award was based on the closing price on 13 March 2023 of 358 pence. The following executive Directors received shares under this award:

Name	Existing holding of Common Stock	Awarded under the Plan	Resulting Shareholding
John Yuncza	147,402	8,377	155,779
Enzo LiCausi	56,084	5,043	61,127

Application will be made to the London Stock Exchange for admission to trading on AIM of the shares of common stock in the Company to satisfy this common stock award ("Admission"). Admission is expected to occur on or about 17 March 2023. The new shares of common stock will rank pari passu with the existing common stock in the Company.

Restricted Stock Unit Awards

Also on 13 March 2023, the Board of the Company approved issuance of Restricted Stock Units (RSUs) to the following executive Directors under the terms of Somero's 2020 Equity Incentive Plan at a price of 358 pence per RSU based on the closing price on 13 March 2023. 

Name Number of RSUs awarded

Jack Cooney    53,923 shares

John Yuncza  39,399 shares

Howard Hohmann  36,334 shares

Enzo LiCausi  29,648 shares

RSUs awarded to Mr. Cooney, Mr. Hohmann, Mr. Yuncza and Mr. LiCausi, all executive Directors, were granted as part of an annual incentive compensation program. The shares awarded are the maximum available under the grants, will vest over a three-year period commencing on the date of the grant, and require continued service for the period. 

In addition to the RSUs awarded to Directors, the Board of the Company approved RSUs to be awarded to a group of non-Director employees under the terms of Somero's 2021 Equity Incentive Plan at a price of 358 pence per RSU based on the closing price on 13 March 2023. The awards to non-Director employees are a key element of the Company's employee retention program as well as a reward to employees for significant contributions to the Company's performance.  The total number of RSUs awarded to non-Director employees was 118,890 which are subject to the same vesting and service requirements as the Director awards and each participating non-Director will, following the end of the performance period, be notified as to the extent to which the service conditions have been met and their award has vested.

Unless determined otherwise by the Equity Incentive Plan administrator, each RSU will be equal to one share of common stock in the Company and will entitle each Director to either shares of common stock or an amount of cash determined with reference to the value of shares of common stock at the point of vesting at the discretion of the Company.

Following the above transactions, total outstanding RSUs will equal 946,216 units and the Company's total issued share capital and total number of shares with voting rights will be 55,833,971.

Restricted Stock Unit Settlement

Somero announces that on 13 March 2023 it approved the settlement of 39,032 Restricted Stock Units in exchange for an equivalent number of common stock shares of the Company at a price of 358 pence, reflecting the close price on the day of settlement, as permitted under the 2020 Equity Incentive Plan approved by the Board of Directors on December 3, 2019.

Application will be made to the London Stock Exchange for admission to trading on AIM of the shares of common stock in the Company to satisfy this common stock award ("Admission"). Admission is expected to occur on or about 17 March 2022. The new shares of common stock will rank pari passu with the existing common stock in the Company.

Unless determined otherwise by the Equity Incentive Plan administrator, each RSU will be equal to one share of common stock in the Company and will entitle the Grantee to either shares of common stock or an amount of cash determined with reference to the value of shares of common stock at the discretion of the Company.

Following the above transactions, total outstanding RSUs will equal 658,602 units and the Company's total issued share capital will be 55,878,503 with 5,500 shares held in Treasury. Therefore, the total number of shares with voting rights will be 55,873,003.

Director/PDMR Shareholding

Somero announced that on 13 March 2023 it was notified that Howard Hohmann, Director of the Company, sold 43,662 ordinary shares in the Company at an average price of 344 pence per share.  As a result of the above transaction, Mr. Hohmann has no Somero ordinary shares.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Yuncza
2.	Reason for the Notification
a)	Position/status	President
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Somero Enterprises Inc.
b)	LEI	549300OQ2P18NRWBIW58
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 $0.001 each ("Ordinary Shares")
	Identification code	USU834501038
b)	Nature of the transaction	Employee Share Award
c)	Price(s) and volume(s)	Price: 358p Volume: 8,377
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	13 March 2023
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

5.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Enzo LiCausi
6.	Reason for the Notification
a)	Position/status	CFO
b)	Initial notification/Amendment	Initial notification
7.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Somero Enterprises Inc.
b)	LEI	549300OQ2P18NRWBIW58
8.	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 $0.001 each ("Ordinary Shares")
	Identification code	USU834501038
b)	Nature of the transaction	Employee Share Award
c)	Price(s) and volume(s)	Price: 358p Volume: 5,043
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	13 March 2023
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

9.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jack Cooney
10.	Reason for the Notification
a)	Position/status	CEO
b)	Initial notification/Amendment	Initial notification
11.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Somero Enterprises Inc.
b)	LEI	549300OQ2P18NRWBIW58
12.	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 $0.001 each ("Ordinary Shares")
	Identification code	USU834501038
b)	Nature of the transaction	Employee Restricted Stock Unit Award
c)	Price(s) and volume(s)	Price: n/a Volume: 53,923
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	13 March 2023
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

13.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Yuncza
14.	Reason for the Notification
a)	Position/status	President
b)	Initial notification/Amendment	Initial notification
15.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Somero Enterprises Inc.
b)	LEI	549300OQ2P18NRWBIW58
16.	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 $0.001 each ("Ordinary Shares")
	Identification code	USU834501038
b)	Nature of the transaction	Employee Restricted Stock Unit Award
c)	Price(s) and volume(s)	Price: n/a Volume: 39,399
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	13 March 2023
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

17.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Enzo LiCausi
18.	Reason for the Notification
a)	Position/status	CFO
b)	Initial notification/Amendment	Initial notification
19.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Somero Enterprises Inc.
b)	LEI	549300OQ2P18NRWBIW58
20.	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 $0.001 each ("Ordinary Shares")
	Identification code	USU834501038
b)	Nature of the transaction	Employee Restricted Stock Unit Award
c)	Price(s) and volume(s)	Price: n/a Volume: 29,649
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	13 March 2023
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

21.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Howard Hohmann
22.	Reason for the Notification
a)	Position/status	EVP Sales
b)	Initial notification/Amendment	Initial notification
23.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Somero Enterprises Inc.
b)	LEI	549300OQ2P18NRWBIW58
24.	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 $0.001 each ("Ordinary Shares")
	Identification code	USU834501038
b)	Nature of the transaction	Employee Restricted Stock Unit Award
c)	Price(s) and volume(s)	Price: n/a Volume: 36,334
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	13 March 2023
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

25.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Howard Hohmann
26.	Reason for the Notification
a)	Position/status	EVP Sales
b)	Initial notification/Amendment	Initial notification
27.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Somero Enterprises Inc.
b)	LEI	549300OQ2P18NRWBIW58
28.	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 $0.001 each ("Ordinary Shares")
	Identification code	USU834501038
b)	Nature of the transaction	Sale of ordinary shares
c)	Price(s) and volume(s)	Price: 344p Volume: 43,662
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	13 March 2023
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

For further information, please contact:

Somero Enterprises, Inc.   www.somero.com

Jack Cooney, CEO  [phone]

John Yuncza, President

Enzo LiCausi, CFO

Howard Hohmann, EVP Sales

finnCap Ltd (NOMAD and Broker)

Matt Goode (Corporate Finance)  [phone]

Seamus Fricker (Corporate Finance)

Tim Redfern (ECM)

Alma PR (Financial PR Advisor)     [e-mail]

David Ison    [phone]

Pippa Crabtree

 

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