Grant of options

RNS Number : 2928O

Rose Petroleum PLC

29 May 2020

 

Rose Petroleum plc

("Rose", the "Company" or the "Group")

Grant of Options

Rose (AIM: ROSE), the Rocky Mountain-focused oil and gas company , announces the grant of options over new ordinary shares of 0.1p each in the Company ("Ordinary Shares") under the Company's share option schemes ("Options"). A total of 34,353,364 Options have today been issued to the directors and certain employees and consultants of the Company.

Of the total number of Options being granted, 32,000,000 are exercisable at a price of 0.6p per Option, which is a 28 per cent premium to the closing mid-market price of the Company's Ordinary Shares on 28 May 2020. These options will vest in three equal annual tranches, on the first, second and third anniversary from today's date. Each option is exercisable into one Ordinary Share and once vested, can be exercised up until the tenth anniversary of today's date.

The remaining 2,353,364 Options (the "Nil Cost Options"), which are exercisable at the Ordinary Shares' nominal value 0.1p each, have been granted to the Company's Non-Executive Directors ("NEDs") to compensate them for salaries that were deferred and not subsequently paid during the 2019 calendar year. In total, the Company's three NEDs agreed to defer salaries totaling £25,887 during 2019. It has been agreed that these deferred salaries will be paid in new Ordinary Shares by way of the Nil Cost Options. The number of Nil Cost Options granted to each NED has been calculated by the amount of their salary deferred, divided by 1.1p, which was the price at which Ordinary Shares were issued in the Company's Placing in November 2019 and which represents a 134% premium to the closing mid-market price of the Company's Ordinary Shares on 28 May 2020.

The Nil Cost options can be exercised for a period of seven years from today. If a NED leaves the Company, the options can be exercised within three years of the date of leaving, unless otherwise agreed by the Company.

Colin Harrington, Rose's Chief Executive, said "In the Company's Operational Update announced on 1 May 2020, we outlined a significant reduction in the Board and management's cash compensation, and we noted the Company was reviewing alternatives for a long-term remuneration scheme.  The plan adopted today is the product of that analysis - it will help conserve the Company's cash reserves in the near term and seeks to maximise alignment between the management team and shareholders over the long term.

"I'd also like to thank our Non-Executive Directors for agreeing to defer their salaries during the second half of 2019, and for their willingness to link that deferred compensation to Rose's future growth.

"While this is the first grant of options awarded since Rose's board and management were restructured, new members of Rose's Board have already invested significant funds into the Company over the past year by purchasing shares equivalent to more than 25% of Rose's issued share capital.  The option awards today continue in the same spirit, signifying alignment between shareholders and management, and linking future compensation to growth in share price."

Of the total Options issued today, 27,353,364 have been issued to the directors of the Company as set out below, and the other 7,000,000 Options have been issued to employees and consultants of the Company.

Details of the Options granted to directors are outlined in the table below:

Name of Director	Number of 0.6p Options Granted	Number of Nil Cost Options Granted	Total number of options now held
Colin Harrington	12,000,000	0	12,000,000
Chris Eadie	6,000,000	0	7,900,000
Rick Grant	3,000,000	444,273	3,444,273
Gordon Stein	2,000,000	545,455	2,545,455
Tom Reynolds	2,000,000	1,363,636	3,363,636

The Options granted today represent approximately 12 per cent of the Company's current issued share capital. In total 45,790,187 Options are now outstanding, representing approximately 16 per cent of the Company's current issued share capital.

Further details and the information required in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014 are set out at the end of this announcement.

Rose Petroleum plc Colin Harrington (CEO) Chris Eadie (CFO)	Tel: [phone] Tel: [phone]
Allenby Capital Limited - AIM Nominated Adviser Jeremy Porter / James Reeve / Liz Kirchner	Tel: [phone]
Turner Pope Investments - Joint Broker Andy Thacker / Zoe Alexander	Tel: [phone]
Cantor Fitzgerald Europe - Financial Adviser and Joint Broker David Porter	Tel: [phone]
Novum Securities Limited - Joint Broker Colin Rowbury	Tel: [phone]

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	PDMRs: Colin Harrington Chief Executive Officer Chris Eadie CFO Rick Grant Non-Executive Chairman Gordon Stein Non-Executive Director Tom Reynolds Non-Executive Director
2.	Reason for the Notification
a)	Position/status	See 1 a) above
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rose Petroleum plc
b)	LEI	254900TAVH3MBZ1EMC29
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 0.1p each in Rose Petroleum plc
	Identification code	GB00B013M672
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price: 0.6p Volumes: Colin Harrington 12,000,000 Chris Eadie 6,000,000 Rick Grant 3,000,000 Gordon Stein 2,000,000 Tom Reynolds 2,000,000
d)	Aggregated information: ·Aggregated volume ·Price	N/A
e)	Date of the transaction	29 May 2020
f)	Place of the transaction	Outside a Trading Venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	PDMRs: Rick Grant Non-Executive Chairman Gordon Stein Non-Executive Director Tom Reynolds Non-Executive Director
2.	Reason for the Notification
a)	Position/status	See 1 a) above
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rose Petroleum plc
b)	LEI	254900TAVH3MBZ1EMC29
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 0.1p each in Rose Petroleum plc
	Identification code	GB00B013M672
b)	Nature of the transaction	Grant of nil cost options
c)	Price(s) and volume(s)	Price: 0.1p Volumes: Rick Grant 444,273 Gordon Stein 545,455 Tom Reynolds 1,363,636
d)	Aggregated information: ·Aggregated volume ·Price	N/A
e)	Date of the transaction	29 May 2020
f)	Place of the transaction	Outside a Trading Venue

 

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