DIRECTOR/PDMR SHAREHOLDING-BLOCK ENERGY PLC

DIRECTOR/PDMR SHAREHOLDING-BLOCK ENERGY PLC

Issue of Options and Shares; PDMR Dealing

Related Party Transactions

Issue of Bonus & Long-Term Incentive Options

Block operates a performance related bonus scheme ("Scheme") for senior executives within the Company. Awards under the Scheme are determined by the Remuneration Committee ("RemCom") and typically made in February for the previous year. Awards can be made in cash, shares or by the issue of nil cost options, as determined by the RemCom.

After a review of performance against established Key Performance Indicators, the RemCom has determined that, for the financial year ended 31 December 2023 ("FY2023"), bonus awards are to be awarded to a Director, two PDMRs and a member of staff. Following consultation with the Director, two PDMRs and member of staff, the RemCom has elected to settle the bonuses by the issue of 22,607,850 nil cost options with 20,945,032 nil cost options being to Directors/PDMRs ("Bonus Options") over ordinary shares of 0.25p each ("Ordinary Shares"). The number of nil cost options has been determined by dividing the respective bonus by the volume weighted average price ("VWAP") of the Company's Ordinary Shares for January 2024, which equals 1.0598p per Ordinary Share.

Additionally, under its Long-Term Incentive Plan, the Company issued options over a total of 8,301,887 ordinary shares of 0.25p each ("LTIP Options") to a PDMR. The LTIP Options have an expiry date ten years from the date of grant, vest by one-third in each of the first, second and third anniversaries of the calendar year from the date of grant with an exercise price of 1.325 pence per share, which was the closing mid-market price of the ordinary shares on the trading day preceding the issue.

The Bonus Options and Long-Term Incentive Options issued to Directors and PDMRs are set out in the table below:

Name

Position

Number of Bonus Options granted

Number of LTIP Options granted

Resulting total options held over Ordinary Shares

Paul Haywood

Chief Executive Officer

14,861,751

0

76,809,783

Guram Maisuradze

Chief Operating Officer (PDMR)

2,416,627

0

7,416,627

Fergus Robson

Commercial Manager (PDMR)

3,666,654

8,301,887

12,963,566

 

 

 

Related Party Transactions

In the previous financial year to 31 December 2022 ("FY2022") awards under the Bonus Scheme were made in February 2023.

For FY2023, the level of bonus awards have been finalised in May 2024. The RemCom has elected to pay bonuses for FY2023 by the issue of nil cost, Bonus Options using the January 2024 VWAP (being 1.0598p per Ordinary Share), for the calculation of the number of Bonus Options awarded.

The Company's closing mid-market share price was 1.225 pence per Ordinary Share at 29 May 2024.

The issue of Bonus Options to related parties Paul Haywood and Fergus Robson have been treated as related party transactions under Rule 13 of the AIM Rules for Companies.

The Independent Directors, Philip Dimmock and Jeremy Asher, having consulted with the Company's Nominated Adviser, consider the terms of the issue of Bonus Options to Paul Haywood and Fergus Robson to be fair and reasonable under/given the Company's Remuneration Policy and insofar as shareholders are concerned.

 

Other share issues

Additionally, on 29 May 2024, the Company allotted a total of 2,264,648 new ordinary shares to two service providers in lieu of cash settlement for services provided to the Company with a total value of £24,000.

The Company has also allotted 6,455,477 new ordinary shares to the Intertrust Employee Benefit Trustee Limited as trustee of the Block Energy plc Employee Benefit Trust. The new Ordinary Shares were issued at par value of 0.25p. The new ordinary shares are being issued to the Employee Benefit Trust for the purposes of satisfying current and future grants of share incentives to employees as part of the Company's long-term incentive plan.

Application will be made for the admission to trading on AIM ("Admission") for the 8,720,125 Ordinary Shares. The new ordinary shares will rank pari passu in all respects with the existing Ordinary Shares of the Company. Admission is expected at 8.00 a.m. on or around 4 June 2024.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 733,395,937 ordinary shares with one voting right each. As the Company does not hold any shares in Treasury, the total number of voting rights in the Company is also 733,395,937 and this figure of ordinary shares may  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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules

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