Primorus Investments PLC Option Cancellation and Registered Office Change (0906G)
23 November 2020 - 6:00PM
UK Regulatory
TIDMPRIM
RNS Number : 0906G
Primorus Investments PLC
23 November 2020
Primorus Investments PLC
("Primorus" or the "Company")
Cancellation of Options and Change of Registered Office
Primorus Investments PLC (AIM: PRIM; AQSE: PRIM) is pleased to
announce the following corporate updates as part of its previously
announced strategic review:
Cancellation of Share Options:
The Company has entered into a deed of termination and
settlement with individual optionholders (the "Optionholders") who
held options to subscribe for ordinary shares of 0.2 pence each in
the capital of the Company (the "Share Options"), pursuant to which
all Share Options in issue, being an aggregate of 17,800,000 Share
Options, have been cancelled forthwith. Full details of the Share
Options, including their exercise prices and periods, are set out
in the Company's annual report for the year ended 31 December 2019
(see note 13 in the notes to the financial statements contained
therein), a copy of which can be downloaded from the Company's
website at the following link:
https://www.primorusinvestments.com/wp-content/uploads/2020/04/Primorus-ARA-2019-FINAL.pdf
.
In consideration for the Optionholders relinquishing all their
rights to the Share Options and the Company cancelling the same,
the Company has paid an aggregate sum of GBP140,000 to the
Optionholders. The Company and the Optionholders have also agreed
to irrevocably release and discharge each other in respect of any
actions, claims or demands under or in connection with the
Options.
All but one of the Optionholders have been directors of the
Company within the last 12 months ("Former Directors"). Details of
the cancellation of the Former Directors' Share Options are set out
below:
Name Number of Share Options Cash Payment (GBP)
Surrendered
Alastair Clayton 8,100,000 65,625.00
------------------------ -------------------
Jeremy Taylor-Firth 4,350,000 32,812.50
------------------------ -------------------
Donald Strang 4,850,000 37,187.50
------------------------ -------------------
The cancellation of the Former Directors' Share Options
described above is deemed to be a related party transaction for the
purposes of Rule 13 of the AIM Rules. The board of the Company,
being deemed to be independent of the related party transaction,
considers, having consulted with the Company's Nominated Adviser,
that the terms of the transaction are fair and reasonable insofar
as shareholders are concerned.
The Company has 139,830,968 ordinary shares of 0.2 pence each in
issue, on a fully diluted basis. Shareholders should use this
number as the denominator to calculate their percentage holding in
the Company.
Change of Registered Office:
The Company also announces, effective immediately, that its
registered office has changed to 48 Chancery Lane, London WC2A
1JF.
Rupert Labrum, Executive Chairman, said: "As part of the
recently appointed Board's strategic review of the Company's
business, we were keen to address the issue of the Share Options.
On a fully diluted basis, the Share Options amounted to 11.3 per
cent. of the Company's share capital, which we felt was high.
Whilst the Share Options could be exercised at prices of 6p and 8p
each, meaning there would need to be an increase to our current
share price to make it attractive for the option holders to
exercise, any benefit of leaving them in place was significantly
diminished with exercise periods running until 2023 and 2025.
"Coupled with the significant overhang which the Share Options
represent to the Company's share capital and because the
Optionholders are no longer directly involved with the Company,
other than as shareholders, the Board felt it was in the best
interests of our shareholders and the Company as a whole to address
this matter sooner rather than later.
"With the recent Greatland Gold share divestment and the
cancellation of the Share Options, the Board believes the immediate
strengthening of our balance sheet will put the Company in a strong
position as it looks towards future investment opportunities."
The Directors of Primorus accept responsibility for the content
of this announcement .
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Primorus Investments plc: +44 (0) 20 7213 0880
Rupert Labrum
Nominated Adviser: +44 (0) 20 7213 0880
Cairn Financial Advisers LLP
James Caithie / Sandy Jamieson
Broker: +44 (0) 20 3657 0050
Turner Pope Investments (TPI)
Limited
Andy Thacker / Zoe Alexander
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