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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