Issue of Equity

RNS Number : 5722N

IOG PLC

30 September 2021

 

30 September 2021

IOG plc

Conversion of Salaries/Fees into Share Options and

Exercise of Salary/Fee Sacrifice Options

IOG plc ("IOG" or "the Company"), (AIM: IOG.L), the Net Zero UK gas and infrastructure operator focused on high return projects, announces the following transactions in its ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares"):

· certain Directors and other members of the management and technical teams have sacrificed all or part of their cash salaries or fees into options over Ordinary Shares ("Options") for periods between 1 March 2021 and 31 August 2021, and;

· James Chance, a Person Directing Managerial Responsibilities in the Company ("PDMR") and one former contractor have exercised previously issued Options pursuant to Salary and Fee Sacrifice Share Option agreements respectively.

Award of Salary/Fee Sacrifice Options

The conversion of cash salaries and fees into Options is consistent with previous salary and fee sacrifice transactions, creating additional alignment between management, directors and shareholders.

As previously announced, this mechanism was intended to continue while the Company is in a pre-cash flow phase. As the Company expects to generate its first revenues in Q4 2021, the Board intends this to be the final tranche of salary/fee conversion into Options. The total historical aggregate salary and fee sacrifices by employees, directors and contractors since 2014 amounts to approximately £2.25 million.

As further detailed in the table below, such personnel have accepted Options in lieu of cash salaries or fees due in the relevant periods. All of these Options have a five-year term from the effective date of 29 September 2021 and are issued by reference to the volume weighted average price per Ordinary Share ("VWAP") over the period to which they relate. The VWAP over the period from 1 March 2021 to 31 August 2021 was 20.97p. A total of 479,052 new Options have been issued for this period, each with an exercise price of 1p, representing approximately 0.09% per cent of the Company's issued share capital following Admission (as defined below).

Exercise of Salary/Fee Sacrifice Options

In addition, the Company announces that it has issued a total of 321,159 Ordinary Shares, resulting from two exercises of Options as follows:

· On 29 September 2021, a notice was submitted by James Chance, a PDMR, to exercise 79,123 Options pursuant to a Salary Sacrifice Share Option agreement (the "Exercise"). The Options were issued in 2016 and were due to expire shortly. James Chance has not sold any Ordinary Shares to fund the Exercise. On Admission James Chance will hold 697,586 Ordinary Shares, representing approximately 0.13% of the share capital of the Company on Admission.

· On 29 September 2021, a notice was submitted by a former contractor to exercise 242,036 Options pursuant to a Fee Sacrifice Share Option agreement. The Options were issued between 2016 and 2018.

The Company has applied to the London Stock Exchange for admission of 321,159 new Ordinary Shares to trading on AIM ("Admission"). Admission is expected to occur on 6 October 2021.  Following Admission there will be 523,764,212 Ordinary Shares in issue. Accordingly, this number may be used by shareholders 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 FCA's Disclosure Guidance and Transparency Rules.

Following these two exercises, a total of 4,325,027 salary/fee sacrifice options (representing approximately 0.83% of the Ordinary Shares in issue following Admission) held by current and former IOG personnel remain unexercised with expiry dates out to 2026.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

Enquiries:

IOG plc Andrew Hockey (CEO) Rupert Newall (CFO) James Chance (Head of Capital Markets & ESG)	[phone]
finnCap Ltd Christopher Raggett / Simon Hicks	[phone]
Peel Hunt LLP Richard Crichton / David McKeown	[phone]
Vigo Consulting Patrick d'Ancona / Chris McMahon / Oliver Clark	[phone]

About IOG:

IOG's Saturn Banks Project targets a gross peak production rate of 140 mmscf/d (c. 24,000 Boe/d) from gross 2P gas reserves of 302 Bcfe¹ and management estimated 2C gas Contingent Resources of 132 Bcfe, via an efficient hub strategy based on co-owned infrastructure. In addition to its 2P reserves at Blythe, Elgood, Southwark, Nailsworth and Elland and 2C contingent resources at Goddard, it has management estimated gross 2C contingent resources of 23 Bcfe at Abbeydale and gross unrisked mid-case prospective resources of 36 Bcfe at Kelham North, 42 Bcfe at Kelham Central, 58 Bcfe at Thornbridge, 31 Bcfe at Southsea, 28 Bcfe and 19 Bcfe in the two Goddard flank structures, and 21 Bcfe at Harvey. The Orrell discovery, with management estimated gross 2C contingent resources of 42 Bcfe, also lies approximately 50% on the P2442 licence held 50% by IOG.

In December 2020 IOG was also awarded a 50% operated stake in Licence P2589, containing the Panther and Grafton gas discoveries with management estimated gross mid-case contingent resources of 46 Bcfe and 35 Bcfe respectively. In addition, IOG continues to pursue value accretive acquisitions to help generate further significant shareholder returns.

¹ ERC Equipoise Competent Persons Report: October 2017, adjusted by Management to account for updated project timing and compression

Notes:

Salaries and Fees Converted into 1p Options

For the period 1 March 2021 to 31 August 2021 the Salaries/Fees sacrificed by the Company directors named below and other   members of the IOG management and technical teams were converted into Options with an exercise price of 1p, effective date of grant 29 September 2021, final exercise date of 28 September 2026 at the following VWAP reference prices:

Name	Number of Ordinary Shares under option	VWAP Reference price (pence)	Exercise price (pence)	Salary/Fee Sacrifice Period
Andrew Hockey*	90,908	20.97p	1p	01-Mar-21 - 31-Aug-21
Rupert Newall*	68,869	20.97p	1p	01-Mar-21 - 31-Aug-21
Fiona MacAulay*	30,303	20.97p	1p	01-Mar-21 - 31-Aug-21
Esa Ikaheimonen*	137,739	20.97p	1p	01-Mar-21 - 31-Aug-21
Neil Hawkings*	12,396	20.97p	1p	01-Mar-21 - 31-Aug-21
David Gibson	56,473	20.97p	1p	01-Mar-21 - 31-Aug-21
Robin Storey	11,197	17.37p	1p	01-Mar-21 - 31-Mar-21
Others	71,167	various	1p	various
Total	479,052

* Directors

Details for any Person Discharging Managerial Responsibilities ("PDMR") / persons closely associated.  

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Hockey
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	IOG plc
b)	LEI	2138005OA2NLZS2NRT74
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	Share Options over Ordinary Shares
	Identification code	GB00BF49WF64
b)	Nature of the transaction	Grant of Share Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 90,908
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	29 September 2021
f)	Place of the transaction	Off market transaction

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Rupert Newall
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	IOG plc
b)	LEI	2138005OA2NLZS2NRT74
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	Share Options over Ordinary Shares
	Identification code	GB00BF49WF64
b)	Nature of the transaction	Grant of Share Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 68,869
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	29 September 2021
f)	Place of the transaction	Off market transaction

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Fiona MacAulay
2.	Reason for the Notification
a)	Position/status	Chair
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IOG plc
b)	LEI	2138005OA2NLZS2NRT74
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	Share Options over Ordinary Shares
	Identification code	GB00BF49WF64
b)	Nature of the transaction	Grant of Share Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 30,303
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	29 September 2021
f)	Place of the transaction	Off market transaction

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Esa Ikaheimonen
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	IOG plc
b)	LEI	2138005OA2NLZS2NRT74
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	Share Options over Ordinary Shares
	Identification code	GB00BF49WF64
b)	Nature of the transaction	Grant of Share Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 137,739
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	29 September 2021
f)	Place of the transaction	Off market transaction

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Neil Hawkings
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	IOG plc
b)	LEI	2138005OA2NLZS2NRT74
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	Share Options over Ordinary Shares
	Identification code	GB00BF49WF64
b)	Nature of the transaction	Grant of Share Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 12,396
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	29 September 2021
f)	Place of the transaction	Off market transaction

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	David Gibson
2.	Reason for the Notification
a)	Position/status	Chief Operating Officer
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IOG plc
b)	LEI	2138005OA2NLZS2NRT74
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	Share Options over Ordinary Shares
	Identification code	GB00BF49WF64
b)	Nature of the transaction	Grant of Share Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 56,473
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	29 September 2021
f)	Place of the transaction	Off market transaction

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Robin Storey
2.	Reason for the Notification
a)	Position/status	Legal Counsel & Company Secretary
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IOG plc
b)	LEI	2138005OA2NLZS2NRT74
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	Share Options over Ordinary Shares
	Identification code	GB00BF49WF64
b)	Nature of the transaction	Grant of Share Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 11,197
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	29 September 2021
f)	Place of the transaction	Off market transaction

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	James Chance
2.	Reason for the Notification
a)	Position/status	Head of Capital Markets & ESG
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IOG plc
b)	LEI	2138005OA2NLZS2NRT74
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	Share Options over Ordinary Shares
	Identification code	GB00BF49WF64
b)	Nature of the transaction	Exercise of Share Options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 79,123
d)	Aggregated information: · Aggregated volume · Price	See 4 (c)
e)	Date of the transaction	29 September 2021
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

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