Transaction in Own Shares & Restricted Stock Units

RNS Number : 0659I

Somero Enterprises Inc.

19 March 2018

 

Somero Enterprises Inc.

("Somero" or the "Company")

Transactions in Own Shares and Restricted Stock Units

Senior Management Equity Bonus Program

On 16 March 2018, the Board of the Company approved the issuance of 34,157 new shares of common stock to senior managers, including certain executive Directors, under Somero's 2017 Equity Bonus Plan (the "Plan"). Under the Plan, eligible senior managers were able to choose to receive up to 50% of their 2017 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 16 March 2018 of 379 pence. The following executive Directors received shares under this award:

Name	Existing holding of Common Stock	Awarded under the Plan	Resulting Shareholding
John Yuncza	52,977	14,873	67,850

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 23 March 2018. The new shares of common stock will rank pari passu with the existing common stock in the Company.

In conjunction with this common stock award, the Board of the Company has approved the cancellation of shares held in Treasury.

Restricted Stock Unit Awards

Also on 16 March 2018, the Board of the Company approved issuance of Restricted Stock Units (RSUs) to the following executive and non-executive Directors under the terms of Somero's 2010 Equity Incentive Plan at a price of 379 pence per RSU based on the closing price on 16 March 2018.

Name                                                    Number of RSUs awarded

Lawrence Horsch                                                 5,469 shares

Thomas Anderson                                              13,373 shares

Robert Scheuer                                                    2,223 shares

Jack Cooney                                                      26,377 shares

John Yuncza                                                       25,018 shares

Howard Hohmann                                               11,284 shares

RSUs awarded to Mr. Horsch, Mr. Anderson, and Mr. Scheuer, all non-executive Directors, were granted in lieu of annual Director fee increases. RSUs awarded to Mr. Cooney and Mr. Yuncza, both 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.  The participating Directors will, following the end of the performance period, be notified as to the extent to which the performance 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 discretion of the Company.

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 2010 Equity Incentive Plan at a price of  379 pence per RSU based on the closing price on 16 March 2018. 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 were 90,852 which are subject to the same vesting, service and performance 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 performance conditions have been met and their award has vested.

Finally, the Company has conducted a transaction in its own shares in the form of a repurchase of 4,268 Certificated Shares of Restricted Common Stock at a price of 375 pence per share which is the closing price as of 15 March 2018.  These shares will be added to the total number of shares in Treasury.

Following the above transactions, total outstanding RSUs will equal 481,336 units and the Company's total issued share capital will be 56,425,598 with 153,588 shares held in Treasury. Therefore, the total number of shares with voting rights will be 56,262,010

For further information, please contact:

Somero Enterprises, Inc.                                                         www.somero.com

Jack Cooney, CEO                                                                    [phone]

John Yuncza, CFO

Howard Hohmann, EVP Sales

finnCap Ltd (NOMAD and Broker)

Matt Goode (Corporate Finance)                                      [phone]

Carl Holmes (Corporate Finance)

Tim Redfern (Corporate Broking)

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

Rebecca Sanders-Hewett                                                           [phone]

Susie Hudson

Sam Modlin

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Yuncza
2.	Reason for the Notification
a)	Position/status	Chief Financial Officer
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	n/a
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: 379p Volume: 14,873
d)	Aggregated information: ·      Aggregated volume ·      Price	n/a
e)	Date of the transaction	16 March 2018
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

END

 

 

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