TIDMBOIL

RNS Number : 0532G

Baron Oil PLC

22 July 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS 2019/310

22 July 2021

Baron Oil Plc

("Baron Oil", "Baron" or "the Company")

Grant of EMI and other Share Options

Baron Oil Plc (AIM:BOIL), the AIM-quoted oil and gas exploration company with projects in SE Asia, Latin America and the UK, announces a grant of EMI Share Options ("EMI" or "EMI Options") under the HMRC approved Share Option scheme alongside a grant of other Share Options ("Share Options").

The Baron EMI share option scheme, which was established in May 2020, is a long term HMRC approved tax efficient option scheme that enables companies to attract and retain key staff by rewarding them with equity participation in the business. The scheme is open to all Baron employees who qualify under the HMRC rules.

This grant of EMI and other option awards reflects the ongoing re-balancing of incentives, specifically for the Executive Directors, where previous option grants had been sporadic, short term in nature and unrepresentative as a meaningful management incentive. Baron's Remuneration committee will continue to keep the level of incentives available to the Executive Directors and Employees under review.

The Company has today issued EMI Options and Share Options over a total of 590,000,000 ordinary shares of 0.025 pence each in the Company to the following: Andrew Yeo, Chief Executive Officer (250,000,000); (Hugh) Jon Ford, Technical Director (140,000,000) and Geoffrey Barnes, Financial Controller and Company Secretary (50,000,000). These vested options have a ten year life from the date of issue and an exercise price of 0.07p, being the closing mid-market price on 21 July 2021, the last practicable date prior to the release of this announcement. These options are not able to be exercised during the first twelve month period. The exercise price equates to a premium of 40% to the April 2021 Placing Price of 0.05p, which included a GBP45,800 subscription by the directors. As a result of these awards, the Directors and Employees' option pool rises to 5.51% of the Company's fully diluted ordinary share capital.

In addition, the Company has agreed to issue a total of 150,000,000 Share Options to two individual contractors to SundaGas Timor-Leste (Sahul) Pte. Ltd. ("TLS") to seek to ensure that maximum value is achieved on Baron's main asset, the Chuditch PSC. These Share Options are on the same terms as today's grants to Baron's directors and employees, save that they are not EMI qualifying and the life of the Share Options is limited to three years. This represents a separate arrangement, including the contractors concerned, from the share exchange transaction with SundaGas Pte. Ltd ("SGPL") announced on 18 June 2021.

Following the issue of these EMI Options and Share Options, the number of EMI Options and Share Options held by Directors and Employees is as follows:

 
                                                                                      % Fully 
      EMI             New       Exercise    Existing      Exercise       Total         Diluted 
 Option Holder      Options      Price       Options       Price        Options     Shares****** 
                 ------------  ---------  ------------  -----------  ------------  ------------- 
   Andrew Yeo     250,000,000    0.07p* 
                                           125,000,000    0.1p*** 
                                           10,000,000    0.44p*****   385,000,000       3.03 
                 ------------  ---------  ------------  -----------  ------------  ------------- 
   (Hugh) Jon                    0.07p 
      Ford        140,000,000       * 
                                           75,000,000      0.1p**     215,000,000       1.69 
                 ------------  ---------  ------------  -----------  ------------  ------------- 
    Geoffrey                     0.07p 
     Barnes       50,000,000        * 
                                           40,000,000     0.1p*** 
                                           10,000,000    0.435p****   100,000,000       0.79 
     Total        440,000,000              260,000,000                700,000,000       5.51 
 
 * Exercisable, after an initial twelve month period, at any 
  time prior to 21 July 2031 
 ** Exercisable at any time prior 
  to 9 November 2030 
 *** Exercisable at any time prior 
  to 25 May 2030 
 **** Exercisable at any time prior 
  to 27 November 2021 
 *****Exercisable at any time prior 
  to 3 December 2021 
 ****** Current number of ordinary shares in issue 
  is 11,583,612,461; Fully Diluted ordinary share capital 
  represents 12,713,237,462 ordinary shares 
 

For further information, please contact:

 
Baron Oil Plc                                           +44 (0) 20 7117 2849 
Andy Yeo, Chief Executive 
 
Allenby Capital Limited                                 +44 (0) 20 3328 5656 
Nominated Adviser and Joint Broker 
Alex Brearley, Nick Harriss, Nick Athanas (Corporate 
Finance) 
Kelly Gardiner (Sales and Corporate Broking) 
Turner Pope Investments (TPI) Limited                   +44 (0) 20 3657 0050 
Andy Thacker (Joint Broker) 
 
 

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)   Full name of person Dealing                     i. Andrew Yeo 
                                                         ii. Hugh Jonathan 
                                                         Ford 
                                                         iii. Geoffrey Barnes 
       -----------------------------------------  -------------------------------- 
 2.     Reason for notification 
       --------------------------------------------------------------------------- 
  (b)   Position/status                                 i. Director - Chief 
                                                         Executive Officer 
                                                         ii. Director - Technical 
                                                         Director 
                                                         iii. Financial Controller 
                                                         and Company Secretary 
       -----------------------------------------  -------------------------------- 
  (c)   Initial notification/ Amendment            Initial notification 
       -----------------------------------------  -------------------------------- 
 3.     Details of the issuer, emission allowance market participant, 
         auction platform, auctioneer or auction monitor 
       --------------------------------------------------------------------------- 
  (d)   Name of entity                             Baron Oil Plc 
       -----------------------------------------  -------------------------------- 
  (e)   LEI                                        213800MBSOS9UZ5SW712 
       -----------------------------------------  -------------------------------- 
 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,   Ordinary shares of 
         type of instrument                         0.025 pence each in 
                                                    the Company 
       -----------------------------------------  -------------------------------- 
  (b)   Identification code                        GB00B01QGH57 
       -----------------------------------------  -------------------------------- 
  (c)   Nature of the transaction                  Grants of options 
       -----------------------------------------  -------------------------------- 
  (d)   Price(s) and volume(s)                      Prices(s)      Volume(s) 
                                                      i. 0.07     i. 250,000,000 
                                                       pence      ii. 140,000,000 
                                                      ii. 0.07    iii. 50,000,000 
                                                       pence 
                                                      iii.0.07 
                                                       pence 
                                                                ----------------- 
       -----------------------------------------  -------------------------------- 
  (e)   Aggregated information:                    N/A - transactions 
         - Aggregated volume                        are as in 4(d) above. 
         - Price 
       -----------------------------------------  -------------------------------- 
  (f)   Date of transaction                        22 July 2021 
       -----------------------------------------  -------------------------------- 
  (g)   Place of transaction                       Outside a trading 
                                                    venue 
       -----------------------------------------  -------------------------------- 
 
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