TIDMZEN
RNS Number : 1003N
Zenith Energy Ltd
04 May 2018
May 4, 2018
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon
publication of this announcement via a regulatory information
service ("RIS"), the inside information contained in this document
is now considered to be in the public domain.
ZENITH ENERGY LTD.
("Zenith" or the "Company")
Issue of CEO Salary Sacrifice Shares
Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE: ZEN;
TSX.V: ZEE), the international oil & gas production company
operating the largest onshore oilfield in Azerbaijan, is pleased to
announce that Mr Andrea Cattaneo, Chief Executive Officer &
President of the Company, in accordance with TSX Venture Exchange
("TSXV") rules, has now fully swapped his salary for the 2018
financial year in exchange for common shares in Zenith ("Salary
Sacrifice Shares").
As a result, on May 1, 2018, the Company issued Mr Andrea
Cattaneo 1,123,068 common shares ("Salary Sacrifice Shares") in the
capital of the Company at an average price of CAD$0.165
(approximately GBP0.094) for the period from April 1, 2017 until
March 31, 2018. The amount of the Salary Sacrifice Shares was
calculated based on Mr Cattaneo's salary as at April 1, 2017.
Following the issue of the Salary Sacrifice Shares, Mr. Cattaneo
is now directly beneficially interested in a total of 5,718,184
common shares in the capital of the Company, representing 3.58 per
cent of the total issued and outstanding common share capital of
the Company. As announced on December 15, 2017, Mr. Cattaneo is
also indirectly interested in a total of 1,250,000 Common Shares,
today representing 0.78 per cent of the Company's issued share
capital.
Total Voting Rights
The Company wishes to announce, in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules, the
following information:
Class of share Total number Number Total number
of shares of voting of voting
rights rights
per share per class
of share
---------------------- --------------- ------------ ---------------
Common Shares
in issue and
admitted to trading
on the Main Market
of the London
Stock Exchange 153,200,119 1 153,200,119
---------------------- --------------- ------------ ---------------
Common shares
in issue and
admitted to trading
on the TSXV 159,921,766 1 159,921,766
---------------------- --------------- ------------ ---------------
No shares are held in treasury. The above figure for total
number of common shares may be used by shareholders in the Company
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Background
The Company had announced on January 25, 2017 that Mr. Cattaneo
had proposed to the Board of Directors to swap his full salary for
the next twelve months, effective from February 1, 2017 (the
"Salary Sacrifice Proposal"), in exchange for common shares in the
Company. Zenith's Board of Directors agreed to the Salary Proposal
subject to the filing of an application with the TSXV and the
receipt of approval of the Salary Proposal, including how such
Salary Sacrifice Shares would be priced, from the TSXV.
On April 12, 2017 the Company announced that it had been
informed by the TSXV that the Salary Proposal required the approval
of shareholders, and that the Board of Directors proposed to put a
resolution before shareholders at the Company's next AGM to approve
the Salary Proposal, however with a revised start date of the
beginning of the Company's financial year, April 1, 2017. The
resolution proposes that the Salary Sacrifice Shares are issued on
a quarterly basis (with the first batch to include all Salary
Sacrifice Shares accrued since April 1, 2017) at a price that is
the highest between: (i.) the average price at which the Company's
common shares traded during the period, based on the mid-market
closing price on the London Stock Exchange on each trading day,
plus 15 per cent, and (ii.) the discounted market price on the TSXV
at the time the Salary Sacrifice Shares are issued.
On September 28, 2017 the Company announced that Mr Cattaneo had
been issued 111,131 common shares in the capital of the Company at
an average price of GBP0.0925 (approximately CAD$0.154) for the
period from April 1, 2017 until September 30, 2017. Under TSXV
rules, the Company may not issue Salary Sacrifice Shares beyond the
value of CAD$2,500.00 each month, without disinterested shareholder
approval.
On April 5, 2018 the Company announced that the 2017 Salary
Sacrifice Proposal submitted by Mr Andrea Cattaneo, Chief Executive
Officer & President of the Company, had received 99.98 per cent
shareholder approval at its AGM held on March 29, 2018.
For further information please contact:
Zenith Energy Ltd.
Andrea Cattaneo
Chief Executive Officer
E-mail: info@zenithenergy.ca
Tel: +1 (587) 315 9031
Vigo Communications - PR Adviser
Patrick d'Ancona
Chris McMahon
Kate Rogucheva
Tel: +44 (0) 20 7830 9700
Daniel Stewart & Company Plc - (Joint Broker)
Robert Emmet- Corporate Broking
Nikhil Varghese- Corporate Finance
Tel: + 44 (0) 207 776 6550
Optiva Securities - (Joint Broker)
Christian Dennis
Tel: + 44 (0) 203 137 1903
Allenby Capital Limited - (Financial Adviser)
Nick Harriss
Nick Athanas
Tel: + 44 (0) 203 328 5656
Notes to Editors:
Zenith Energy Ltd. is an international oil and gas production
company, dual listed on the TSX Venture Exchange and London Stock
Exchange.
The Company operates the largest onshore oilfield in Azerbaijan
following the signing of a 25-year REDPSA, (Rehabilitation,
Exploration, Development and Production Sharing Agreement), with
SOCAR, State Oil Company of the Azerbaijan Republic, in 2016.
The Company's primary focus is the development of its Azerbaijan
operations by leveraging its technical expertise and financial
resources to maximise low-cost oil production via a systematic
field rehabilitation programme intended to achieve significantly
increased revenue. Zenith also operates, or has working interests
in, a number of natural gas production concessions in Italy. The
Company's Italian operations produce natural gas, natural gas
condensate and electricity.
Zenith's development strategy is to identify and rapidly seize
value-accretive hydrocarbon production opportunities in the onshore
oil & gas sector. The Company's Board of Directors and senior
management team have the experience and technical expertise to
develop the Company successfully.
To find out more, visit www.zenithenergy.ca or follow Zenith on
Twitter @zenithenergyltd
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) Name Andrea Cattaneo
---- -------------------------------- ------------------------
2 Reason for the notification
---- ----------------------------------------------------------
a) Position/status Chief Executive
Officer
---- -------------------------------- ------------------------
b) Initial notification/Amendment Initial Notification
---- -------------------------------- ------------------------
3 Details of the issuer, emission
allowance market participant,
auction platform, auctioneer
or auction monitor
---- ----------------------------------------------------------
a) Name Zenith Energy
Ltd.
---- -------------------------------- ------------------------
b) LEI 213800AYTYOYD61S4569
---- -------------------------------- ------------------------
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 Common Shares
the financial
instrument, type
of instrument
---- -------------------------------- ------------------------
Identification CA98936C1068
code
---- -------------------------------- ------------------------
b) Nature of the Issue of salary
transaction sacrifice shares
for the period
from April 1,
2017 - March 31,
2018
---- -------------------------------- ------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
---- -------------------------------- ------------ ----------
CAD$0.165 1,123,068
-------------------------------------------------- ----------
d) Date of the transaction May 1, 2018
---- -------------------------------- ------------------------
e) Place of the transaction TSX Venture Exchange
---- -------------------------------- ------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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