TIDMSOM
RNS Number : 8734Z
Somero Enterprises Inc.
20 March 2017
Somero Enterprises Inc.
("Somero" or the "Company")
Transactions in Own Shares and Restricted Stock Units
Senior Management Equity Bonus Program
On 17 March 2017, the Board of the Company approved the issuance
of 38,519 new shares of common stock to senior managers, including
certain executive Directors, under Somero's 2016 Equity Bonus Plan
(the "Plan"). Under the Plan, eligible senior managers were able to
choose to receive up to 25 per cent. of their 2016 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 17 March 2017 of 281
pence. The following executive Directors received shares under this
award:
Existing holding Awarded under
Name of Common Stock the Plan Resulting Shareholding
---------------- ----------------- -------------- -----------------------
Howard Hohmann 47,703 6,364 54,067
John Yuncza 39,613 13,364 52,977
Application will be made to the London Stock Exchange for
admission to trading on AIM of the 38,519 shares of common stock in
the Company to satisfy this common stock award ("Admission").
Admission is expected to occur on 24 March 2017. 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 38,519 shares held in
Treasury.
Restricted Stock Unit Awards
Also on 17 March 2017, the Board of the Company approved
issuance of 123,950 Restricted Stock Units (RSUs) to the following
executive and non-executive Directors under the terms of Somero's
2010 Equity Incentive Plan at a price of 281 pence per RSU based on
the closing price on 17 March 2017.
Name Number of RSUs awarded
Lawrence Horsch 6,681 shares
Thomas Anderson 4,771 shares
Robert Scheuer 2,204 shares
Jack Cooney 38,312 shares
John Yuncza 22,444 shares
RSUs awarded to Mr. Horsch, Mr. Anderson, and Mr. Scheuer, all
non-executive Directors, were granted in lieu of annual Director
fee increases. RSUs awarded to Mr. Cooney and Mr. Yuncza, both
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. The participating Directors will, following the end of the
performance period, be notified as to the extent to which the
performance 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.
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 2010 Equity Incentive Plan at
a price of 281 pence per RSU based on the closing price on 17 March
2017. The total number of RSUs awarded to non-Directors were 49,538
which are subject to the same vesting, service and performance
requirements as the Director awards.
Total outstanding RSUs equal 389,859 units. Following the above
transactions, Admission and cancellation of 38,519 Treasury shares,
the Company's total issued share capital will be 56,425,598 with
183,477 shares held in Treasury. Therefore, the total number of
shares with voting rights is 56,242,121.
For further information, please contact:
Somero Enterprises, Inc. www.somero.com
Jack Cooney, CEO +1 239 210 6500
John Yuncza, CFO
Howard Hohmann, EVP Sales
finnCap Ltd (NOMAD and Broker)
Matt Goode (Corporate Finance) +44 (0)20 7220 0500
Carl Holmes (Corporate Finance)
Tim Redfern (Corporate Broking)
Redleaf Communications Ltd (Financial PR Advisor) somero@redleafpr.com
Rebecca Sanders-Hewett +44 (0)20 7382 4730
David Ison
Susie Hudson
1. Details of the person discharging managerial
responsibilities / person closely associated
--- ------------------------------------------------------------
a) Name John Yuncza
--- ------------------------------- ---------------------------
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 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 ordinary shares of $0.001
the Financial each ("Ordinary Shares")
instrument, type
of instrument
---
Identification USU834501038
code
--- ------------------------------- ---------------------------
b) Nature of the Employee Share Award
transaction
--- ------------------------------- ---------------------------
c) Price(s) and Price: 281p
volume(s) Volume: 13,364
--- ------------------------------- ---------------------------
d) Aggregated information: n/a
* Aggregated volume
* Price
--- ------------------------------- ---------------------------
e) Date of the transaction 17 March 2017
--- ------------------------------- ---------------------------
f) Place of the London Stock Exchange, AIM
transaction Market (XLON)
--- ------------------------------- ---------------------------
1. Details of the person discharging managerial
responsibilities / person closely associated
--- ------------------------------------------------------------
a) Name Howard Hohmann
--- ------------------------------- ---------------------------
2. Reason for the Notification
--- ------------------------------------------------------------
a) Position/status 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 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 ordinary shares of $0.001
the Financial each ("Ordinary Shares")
instrument, type
of instrument
---
Identification USU834501038
code
--- ------------------------------- ---------------------------
b) Nature of the Employee Share Award
transaction
--- ------------------------------- ---------------------------
c) Price(s) and Price: 281p
volume(s) Volume: 6,364
--- ------------------------------- ---------------------------
d) Aggregated information: n/a
* Aggregated volume
* Price
--- ------------------------------- ---------------------------
e) Date of the transaction 17 March 2017
--- ------------------------------- ---------------------------
f) Place of the London Stock Exchange, AIM
transaction Market (XLON)
--- ------------------------------- ---------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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