Issue of CEO Salary Sacrifice Shares

RNS Number : 1003N

Zenith Energy Ltd

04 May 2018

 

May 4, 2018

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon publication of this announcement via a regulatory information service ("RIS"), the inside information contained in this document is now considered to be in the public domain.

ZENITH ENERGY LTD.

("Zenith" or the "Company")

Issue of CEO Salary Sacrifice Shares

Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE: ZEN; TSX.V: ZEE), the international oil & gas production company operating the largest onshore oilfield in Azerbaijan, is pleased to announce that Mr Andrea Cattaneo, Chief Executive Officer & President of the Company, in accordance with TSX Venture Exchange ("TSXV") rules, has now fully swapped his salary for the 2018 financial year in exchange for common shares in Zenith ("Salary Sacrifice Shares").

As a result, on May 1, 2018, the Company issued Mr Andrea Cattaneo 1,123,068 common shares ("Salary Sacrifice Shares") in the capital of the Company at an average price of CAD$0.165 (approximately £0.094) for the period from April 1, 2017 until March 31, 2018.  The amount of the Salary Sacrifice Shares was calculated based on Mr Cattaneo's salary as at April 1, 2017.

Following the issue of the Salary Sacrifice Shares, Mr. Cattaneo is now directly beneficially interested in a total of 5,718,184 common shares in the capital of the Company, representing 3.58 per cent of the total issued and outstanding common share capital of the Company. As announced on December 15, 2017, Mr. Cattaneo is also indirectly interested in a total of 1,250,000 Common Shares, today representing 0.78 per cent of the Company's issued share capital. 

Total Voting Rights

The Company wishes to announce, in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the following information:

Class of share	Total number of shares	Number of voting rights per share	Total number of voting rights per class of share
Common Shares in issue and admitted to trading on the Main Market of the London Stock Exchange	153,200,119	1	153,200,119
Common shares in issue and admitted to trading on the TSXV	159,921,766	1	159,921,766

No shares are held in treasury. The above figure for total number of common 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 to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Background

The Company had announced on January 25, 2017 that Mr. Cattaneo had proposed to the Board of Directors to swap his full salary for the next twelve months, effective from February 1, 2017 (the "Salary Sacrifice Proposal"), in exchange for common shares in the Company. Zenith's Board of Directors agreed to the Salary Proposal subject to the filing of an application with the TSXV and the receipt of approval of the Salary Proposal, including how such Salary Sacrifice Shares would be priced, from the TSXV.  

On April 12, 2017 the Company announced that it had been informed by the TSXV that the Salary Proposal required the approval of shareholders, and that the Board of Directors proposed to put a resolution before shareholders at the Company's next AGM to approve the Salary Proposal, however with a revised start date of the beginning of the Company's financial year, April 1, 2017.  The resolution proposes that the Salary Sacrifice Shares are issued on a quarterly basis (with the first batch to include all Salary Sacrifice Shares accrued since April 1, 2017) at a price that is the highest between: (i.) the average price at which the Company's common shares traded during the period, based on the mid-market closing price on the London Stock Exchange on each trading day, plus 15 per cent, and (ii.) the discounted market price on the TSXV at the time the Salary Sacrifice Shares are issued. 

On September 28, 2017 the Company announced that Mr Cattaneo had been issued 111,131 common shares in the capital of the Company at an average price of £0.0925 (approximately CAD$0.154) for the period from April 1, 2017 until September 30, 2017. Under TSXV rules, the Company may not issue Salary Sacrifice Shares beyond the value of CAD$2,500.00 each month, without disinterested shareholder approval.

On April 5, 2018 the Company announced that the 2017 Salary Sacrifice Proposal submitted by Mr Andrea Cattaneo, Chief Executive Officer & President of the Company, had received 99.98 per cent shareholder approval at its AGM held on March 29, 2018.  

For further information please contact:

Zenith Energy Ltd.  

Andrea Cattaneo 

Chief Executive Officer 

E-mail: [e-mail]

Tel: [phone]

Vigo Communications - PR Adviser

Patrick d'Ancona

Chris McMahon 

Kate Rogucheva

Tel: [phone]

Daniel Stewart & Company Plc - (Joint Broker)

Robert Emmet- Corporate Broking

Nikhil Varghese- Corporate Finance 

Tel: + 44 (0) 207 776 6550

Optiva Securities - (Joint Broker)

Christian Dennis

Tel: + 44 (0) 203 137 1903

Allenby Capital Limited - (Financial Adviser)

Nick Harriss

Nick Athanas

Tel: + 44 (0) 203 328 5656

Notes to Editors: 

Zenith Energy Ltd. is an international oil and gas production company, dual listed on the TSX Venture Exchange and London Stock Exchange. 

The Company operates the largest onshore oilfield in Azerbaijan following the signing of a 25-year REDPSA, (Rehabilitation, Exploration, Development and Production Sharing Agreement), with SOCAR, State Oil Company of the Azerbaijan Republic, in 2016. 

The Company's primary focus is the development of its Azerbaijan operations by leveraging its technical expertise and financial resources to maximise low-cost oil production via a systematic field rehabilitation programme intended to achieve significantly increased revenue. Zenith also operates, or has working interests in, a number of natural gas production concessions in Italy. The Company's Italian operations produce natural gas, natural gas condensate and electricity.

Zenith's development strategy is to identify and rapidly seize value-accretive hydrocarbon production opportunities in the onshore oil & gas sector. The Company's Board of Directors and senior management team have the experience and technical expertise to develop the Company successfully.

To find out more, visit www.zenithenergy.ca or follow Zenith on Twitter @zenithenergyltd

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	Andrea Cattaneo
2	Reason for the notification
a)	Position/status	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	Zenith Energy Ltd.
b)	LEI	213800AYTYOYD61S4569
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	Common Shares
	Identification code	CA98936C1068
b)	Nature of the transaction	Issue of salary sacrifice shares for the period from April 1, 2017 - March 31, 2018
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		CAD$0.165	1,123,068
d)	Date of the transaction	May 1, 2018
e)	Place of the transaction	TSX Venture Exchange

 

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