REG - Block Energy PLC - Director/PDMR Shareholding
30/05/2024 07:00
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RNS Number : 3617Q Block Energy PLC 30 May 2024
30 May 2024
Block Energy Plc
("Block" or the "Company")
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.
For further information, please visit http://www.blockenergy.co.uk/
(http://www.blockenergy.co.uk/) or contact:
**ENDS**
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER
THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF
ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For further information please visit http://www.blockenergy.co.uk/
(http://www.blockenergy.co.uk/) or contact:
Paul Haywood Block Energy plc Tel: +44 (0)20 3468 9891
(Chief Executive Officer)
Neil Baldwin Spark Advisory Partners Limited Tel: +44 (0)20 3368 3554
(Nominated Adviser)
Peter Krens Tennyson Securities Tel: +44 (0)20 7186 9030
(Corporate Broker)
Philip Dennis / Mark Antelme / Ali AlQahtani Celicourt Communications Tel: +44 (0)20 7770 6424
(Financial PR)
Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCA")
with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Paul Haywood
2 Reason for notification
a) Position / status CEO
b) Initial notification Initial notification
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Block Energy plc
b) LEI 213800E2J8QA1J6KN415
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, type of instrument Options to acquire ordinary shares in Block Energy plc
Identification code ISIN GB00BF3TBT48
b) Nature of the transaction Grant of share options under Bonus Scheme
c) Price(s) and volumes(s)
Price(s) Volumes(s)
0p 14,861,751
d) Aggregated information n/a
e) Date of the transaction 29 May 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
n/a
e)
Date of the transaction
29 May 2024
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Guram Maisuradze
2 Reason for notification
a) Position / status Chief Operating Officer (PDMR)
b) Initial notification Initial notification
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Block Energy plc
b) LEI 213800E2J8QA1J6KN415
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, type of instrument Options to acquire ordinary shares in Block Energy plc
Identification code ISIN GB00BF3TBT48
b) Nature of the transactions Grant of share options under Bonus Scheme
c) Price(s) and volumes(s)
Price(s) Volumes(s)
0p 2,416,627
d) Aggregated information n/a
e) Date of the transactions 29 May 2024
f) Place of the transactions Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Fergus Robson
2 Reason for notification
a) Position / status Commercial Manager (PDMR)
b) Initial notification Initial notification
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Block Energy plc
b) LEI 213800E2J8QA1J6KN415
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, type of instrument Options to acquire ordinary shares in Block Energy plc
Identification code ISIN GB00BF3TBT48
b) Nature of the transaction 1) Grant of share options under Bonus Scheme
2) Award of options under Long Term Incentive Plan
c) Price(s) and volumes(s)
Price(s) Volumes(s)
1) 0p 3,666,654
2) 1.325p 8,301,887
d) Aggregated information n/a
e) Date of the transaction 29 May 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
n/a
e)
Date of the transactions
29 May 2024
f)
Place of the transactions
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely
associated
a)
Name
Fergus Robson
2
Reason for notification
a)
Position / status
Commercial Manager (PDMR)
b)
Initial notification
/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a)
Name
Block Energy plc
b)
LEI
213800E2J8QA1J6KN415
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, type of instrument
Identification code
Options to acquire ordinary shares in Block Energy plc
ISIN GB00BF3TBT48
b)
Nature of the transaction
1) Grant of share options under Bonus Scheme
2) Award of options under Long Term Incentive Plan
c)
Price(s) and volumes(s)
Price(s) Volumes(s)
1) 0p 3,666,654
2) 1.325p 8,301,887
d)
Aggregated information
n/a
e)
Date of the transaction
29 May 2024
f)
Place of the transaction
Outside a trading venue
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