Transactions in Own Shares and RSUs

RNS Number : 8138E

Somero Enterprises Inc.

15 March 2022

 

Somero Enterprises Inc.

("Somero" or the "Company")

Transactions in Own Shares and Restricted Stock Units

Senior Management Equity Bonus Program

On 11 March 2022, the Board of the Company approved the issuance of 40,467 new shares of common stock to senior managers, including certain executive Directors, under Somero's 2021 Equity Bonus Plan (the "Plan"). Under the Plan, eligible senior managers were able to choose to receive up to 100% of their 2021 annual performance bonus in shares of common stock in the Company. The shares issued to participating senior managers are fully-vested with no performance conditions.  The number of shares issued under this award was based on the closing price on 11 March 2022 of 490 pence. The following executive Directors received shares under this award:

Name	Existing holding of Common Stock	Awarded under the Plan	Resulting Shareholding
John Yuncza	130,867	10,671	141,538
Enzo LiCausi	48,346	4,921	53,267

Application will be made to the London Stock Exchange for admission to trading on AIM of the shares of common stock in the Company to satisfy this common stock award ("Admission"). Admission is expected to occur on or about 21 March 2022. The new shares of common stock will rank pari passu with the existing common stock in the Company.

In conjunction with this common stock award, the Board of the Company has approved the cancellation of  40,467 shares held in Treasury.

Restricted Stock Unit Awards

Also on 11 March 2022, the Board of the Company approved issuance of Restricted Stock Units (RSUs) to the following executive Directors under the terms of Somero's 2020 Equity Incentive Plan at a price of 490 pence per RSU based on the closing price on 11 March 2022. 

Name Number of RSUs awarded

Jack Cooney   34,317 shares

John Yuncza  25,074 shares

Howard Hohmann  23,123 shares

Enzo LiCausi  14,152 shares

RSUs awarded to Mr. Cooney, Mr. Hohmann, Mr. Yuncza and Mr. LiCausi, all executive Directors, were granted as part of an annual incentive compensation program. The shares awarded are the maximum available under the grants, will vest over a three-year period commencing on the date of the grant, and require continued service for the period. 

In addition to the RSUs awarded to Directors, the Board of the Company approved RSUs to be awarded to a group of non-Director employees under the terms of Somero's 2021 Equity Incentive Plan at a price of 490 pence per RSU based on the closing price on 11 March 2022. The awards to non-Director employees are a key element of the Company's employee retention program as well as a reward to employees for significant contributions to the Company's performance.  The total number of RSUs awarded to non-Director employees were 77,848 which are subject to the same vesting and service requirements as the Director awards and each participating non-Director will, following the end of the performance period, be notified as to the extent to which the service conditions have been met and their award has vested.

Unless determined otherwise by the Equity Incentive Plan administrator, each RSU will be equal to one share of common stock in the Company and will entitle each Director to either shares of common stock or an amount of cash determined with reference to the value of shares of common stock at the discretion of the Company.

Following the above transactions, total outstanding RSUs will equal 846,555 units and the Company's total issued share capital and total number of shares with voting rights will be 56,080,391.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

For further information, please contact:

Somero Enterprises, Inc.   www.somero.com

Jack Cooney, CEO  [phone]

John Yuncza, President

Enzo LiCausi, CFO

Howard Hohmann, EVP Sales

finnCap Ltd (NOMAD and Broker)

Matt Goode (Corporate Finance)  [phone]

Kate Bannatyne (Corporate Finance)

Tim Redfern (Corporate Broking)

Alma PR (Financial PR Advisor)     [e-mail]

David Ison     [phone]

Sam Modlin

Rebecca Sanders-Hewett

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Yuncza
2.	Reason for the Notification
a)	Position/status	President
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Somero Enterprises Inc.
b)	LEI	n/a
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 $0.001 each ("Ordinary Shares")
	Identification code	USU834501038
b)	Nature of the transaction	Employee Share Award
c)	Price(s) and volume(s)	Price: 490p Volume: 10,671
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	11 March 2022
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

5.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Enzo LiCausi
6.	Reason for the Notification
a)	Position/status	CFO
b)	Initial notification/Amendment	Initial notification
7.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Somero Enterprises Inc.
b)	LEI	n/a
8.	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 $0.001 each ("Ordinary Shares")
	Identification code	USU834501038
b)	Nature of the transaction	Employee Share Award
c)	Price(s) and volume(s)	Price: 490p Volume: 4,921
d)	Aggregated information: · Aggregated volume · Price	n/a
e)	Date of the transaction	11 March 2022
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

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