Grant of Options and Share Incentive Plan

RNS Number : 0507O

UK Oil & Gas PLC

30 September 2019

 

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 GB00B9MRZS43
b)	Nature of the transaction	Award of Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.13 pence 25,000,000
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 GB00B9MRZS43
b)	Nature of the transaction	Award of Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.13 pence 6,500,000
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 GB00B9MRZS43
b)	Nature of the transaction	Award of Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.13 pence 5,000,000
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 GB00B9MRZS43
b)	Nature of the transaction	Award of Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.13 pence 4,000,000
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: [phone]

WH Ireland Ltd (Nominated Adviser and Broker)

James Joyce / James Sinclair-Ford                                                        Tel: [phone]

Cenkos Securities PLC (Joint Broker)

Joe Nally / Neil McDonald                                                                       Tel: [phone]

Novum Securities (Joint Broker)                                                                                                              

John Bellis                                                                                                      Tel: [phone]

Public Relations

Brian Alexander                                                                                           Tel: [phone]

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014

 

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