Issue of Options and Director/PDMR Shareholding

RNS Number : 5960G

Sound Energy PLC

08 August 2016

 

8 August 2016

Sound Energy plc

("Sound Energy" or the "Company")

Issue of Options, Exercise of Expiring Options,  

Issue of Equity and Director/PDMR Shareholding and Issue of Warrants

Sound Energy, the Mediterranean focused upstream gas company, announces the issue of options to certain of the directors of the Company and the exercise of expiring options by a director of the Company.

Issue of options

The Company announces that it has today issued a total of 1,500,000 options to subscribe for new ordinary shares in the Company at a price of 60 pence per new ordinary share (the "Options") to certain of the Directors of the Company in the amounts set out below.

Director	Number of Options	Exercise price (pence)	Expiry date
Steven Whyte	1,000,000	60.0	8 August 2021
Richard Liddell	250,000	60.0	8 August 2021
Marco Fumagalli	250,000	60.0	8 August 2021

The Options will vest on 8 August 2019 and will be capable of exercise from vesting until their expiry date of 8 August 2021.

Exercise of options, issue of equity and Director/PDMR shareholding

The Company also announces that James Parsons, the Company's Chief Executive Officer, has today exercised a total of 1,780,000 options to subscribe for new ordinary shares in the Company. The options exercised by Mr. Parsons, details of which are provided below, include 1,330,000 options which would otherwise have expired in the next eight weeks. 

Number of options exercised	Exercise price (pence)	Expiry date
1,000,000	16.50	25 October 2016
330,000	21.75	4 September 2016
450,000	25.00	28 February 2018

As a result of this exercise of options, the Company has today issued a total of 1,780,000 new ordinary shares in the Company (the "New Ordinary Shares"). Application has been made for the New Ordinary Shares, which rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on AIM. It is expected that dealings will commence on 12 August 2016. Following the issue of the New Ordinary Shares, the Company will have 531,867,576 ordinary shares in issue.

In connection with the exercise of options, the Company has also been notified that Mr. Parsons has also today sold 1,140,880 ordinary shares in the Company at a price of 62.0 pence per ordinary share  to meet expected tax and exercise liabilities in respect of the exercise.

As a result, Mr. Parsons is now beneficially interested in a total of 1,596,474 ordinary shares in the Company, representing 0.3% of the Company's issued ordinary share capital, as enlarged by this exercise of options. In addition, Mr. Parsons remains interested in options to subscribe for up to a further 7,600,000 new ordinary shares in the Company, subject to vesting criteria being met.

Issue of Warrants

On 21 June 2016 the Company announced that, pursuant to a subscription agreement dated 21 June 2016 (the "Subscription Agreement"), Greenberry S.A. ("Greenberry") had subscribed for 5 year non-amortising secured bonds with an aggregate par value of Euro 28.8 million (the "Bonds") and that alongside the Bonds, the Company would be issuing 70,312,500 warrants to subscribe for new ordinary shares in the Company at an exercise price of 30 pence per ordinary share and an exercise period of approximately five years, concurrent with the term of the Bonds, to Greenberry (the "Warrants"). Under the Subscription Agreement, the Bonds were issued in a number of tranches and the Warrants were to be issued alongside the final tranche of the Bonds. Following the issue of the final tranche of the Bonds, the Company now announces that it has today issued the 70,312,500 Warrants to Greenberry.

The notifications below, made in accordance with the requirements of the Market Abuse Regulation, provide further detail.

NOTIFICATION AND PUBLIC DISCLOSURE 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	Stephen James Whyte
2	Reason for the notification
a)	Position/status	PDMR (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	Sound Energy plc
b)	LEI	-
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	Options to subscribe for new ordinary shares of £0.01 each
	Identification code	GB00B90XFF12
b)	Nature of the transaction	Grant of options
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		£0.60	1,000,000
d)	Aggregated information
	Aggregated volume	N/A - single transaction
	Price	N/A - single transaction
e)	Date of the transaction	8 August 2016
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Richard Liddell
2	Reason for the notification
a)	Position/status	PDMR (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	Sound Energy plc
b)	LEI	-
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	Options to subscribe for new ordinary shares of £0.01 each
	Identification code	GB00B90XFF12
b)	Nature of the transaction	Grant of options
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		£0.60	250,000
d)	Aggregated information
	Aggregated volume	N/A - single transaction
	Price	N/A - single transaction
e)	Date of the transaction	8 August 2016
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Marco Fumagalli
2	Reason for the notification
a)	Position/status	PDMR (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	Sound Energy plc
b)	LEI	-
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	Options to subscribe for new ordinary shares of £0.01 each
	Identification code	GB00B90XFF12
b)	Nature of the transaction	Grant of options
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		£0.60	250,000
d)	Aggregated information
	Aggregated volume	N/A - single transaction
	Price	N/A - single transaction
e)	Date of the transaction	8 August 2016
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Greenberry S.A.
2	Reason for the notification
a)	Position/status	Notification concens a PCA, being a legal person the managerial responsibilities of which are discharged by Marco Fumagalli, a PDMR (Non-Executive Director of Sound Energy plc).
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	-
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	Warrants to subscribe for new ordinary shares of £0.01 each
	Identification code	GB00B90XFF12
b)	Nature of the transaction	Issue of warrants
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		£0.30	70,312,500
d)	Aggregated information
	Aggregated volume	N/A - single transaction
	Price	N/A - single transaction
e)	Date of the transaction	8 August 2016
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	James Parsons
2	Reason for the notification
a)	Position/status	PDMR (Chief Executive 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	-
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 £0.01 each
	Identification code	GB00B90XFF12
b)	Nature of the transaction	Exercise of options and disposal of ordinary shares
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		Exercise of options: £0.1650 £0.2175 £0.2500 Disposal of ordinary shares: £0.62	Exercise of options: 1,000,000 330,000 450,000 Disposal of ordinary shares: 1,140,880
d)	Aggregated information
	Aggregated volume	Exercise of options: 1,780,000 Disposal of ordinary shares: 1,140,880
	Price	Exercise of options: £349,275 Disposal of ordinary shares: £707,345
e)	Date of the transaction	8 August 2016
f)	Place of the transaction	Exercise of options: Outside of a trading venue Disposal of ordinary shares: London Stock Exchange

This announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

For further information on Sound Energy visit www.soundenergyplc.com or  contact:

Vigo Communications - PR Adviser Patrick d'Ancona Chris McMahon Alexandra Roper	Tel: [phone]
Sound Energy James Parsons, Chief Executive Officer	[e-mail]
Smith & Williamson - Nominated Adviser Azhic Basirov David Jones Ben Jeynes	Tel: [phone]
Cantor Fitzgerald Europe - Broker Sarah Wharry David Porter	Tel: [phone]

 

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