Director shareholding and issuance of fee shares

RNS Number : 5113V

Infrastrata PLC

24 July 2018

 

24 July 2018

InfraStrata plc

("InfraStrata" or the "Company")

Director shareholding and issuance of fee shares

InfraStrata plc (AIM: INFA), the UK quoted company focused on the development of natural gas storage capacity, announces that John Wood, COO of InfraStrata, has purchased a total of 16,652,284 ordinary shares of 0.01p each in the Company ("Ordinary Shares") at an average price of 0.517p per share and is now beneficially interested in 31,769,507 Ordinary Shares, equivalent to 3.13% of the Company's current issued share capital.

Additionally, the Company announces the issuance of fee shares to certain directors, a former director, senior management and external consultants.

The Company has been through a period of significant development and increased activity during the past year with the work undertaken to enable the Company to reach the significant milestone of commencing the Front End Engineering and Design ("FEED") programme for its Islandmagee gas storage project and engaging the appropriate industry partners.

The Company's non-executive directors (former and current) have carried out a significant amount of work above and beyond their contracted roles in order to get the Company to this stage and in consideration of this time and effort, the Board has agreed additional fees to be paid to them which shall be settled by the issue of new Ordinary Shares at a price per share of 0.4840p, being the volume weighted average closing mid-market price per share over the 20 business days ended 20 July 2018.

Accordingly, 3,099,174 Ordinary Shares have been allotted to Graham Lyon (Non-Executive Chairman), 5,165,289 Ordinary Shares have been allotted to Matthew Beardmore (Non-Executive Director) and 3,099,174 Ordinary Shares have been allotted to Karen Campbell, previously a non-executive director of the Company (until 27 June 2018).

The allotment of Ordinary Shares to Graham Lyon, Matthew Beardmore and Karen Campbell are related party transactions pursuant to rule 13 of the AIM Rules for Companies. Adrian Pocock, being the director of the Company independent of the related party transactions, considers, having consulted with Allenby Capital Limited, the Company's Nominated Adviser, that the terms of such share issues are fair and reasonable insofar as the Company's shareholders are concerned.

In addition, John Wood (the recently appointed COO) and Andy Duncan (the recently appointed non-board member CFO) were previously acting as consultants to the Company pursuant to consultancy agreements entered into earlier this year and which were terminated on or around 27 June 2018.  Under their consultancy agreements, part of the monthly fees payable to John Wood and Andy Duncan would be satisfied by the issue to them of Ordinary Shares.  Accordingly, John Wood and Andy Duncan have been allotted with 2,248,428 Ordinary Shares and 2,804,172 Ordinary Shares at an average price of 0.3336p and 0.3299p per share respectively and based on a volume weighted average mid-market closing price per share when each monthly fee was due (the "Consultancy Shares").  

Further, 2,066,116 Ordinary Shares have been allotted at 0.4840p per share (being the volume weighted average closing mid-market price per share over the 20 business days ended 20 July 2018), in respect of fees owed in connection with other consultancy services provided by consultants to the Company.

As a result of all the above, a total of 18,482,353 new Ordinary Shares have been allotted and application will be made to the London Stock Exchange for these new Ordinary Shares to be admitted to trading on AIM ("Admission").  It is anticipated that Admission will occur on or around 27 July 2018.

As a result of the above share issues, on Admission, the directors of InfraStrata will have the following interests in Ordinary Shares:

Name	Title	No. of Ordinary Shares held on Admission	Percentage held on Admission
Graham Lyon	Non-Executive Chairman	7,099,174	0.69
Adrian Pocock	Chief Executive Officer	12,655,055	1.23
John Wood	Chief Operating Officer	34,017,935	3.29
Matthew Beardmore	Non-Executive Director	6,666,192	0.65

Adrian Pocock, Chief Executive Officer of InfraStrata plc commented: "I am grateful to all the InfraStrata directors, senior management team and external consultants who have worked extremely hard to deliver the progress now evident in the development of the Company.

I am also very pleased to see that all of the aforementioned parties have elected to forgo cash and accept InfraStrata shares in settlement of amounts they have most certainly earned given their commitment and focus.

We are pushing ahead on all fronts and I look forward to updating the market on progress as each development step is achieved."

Total voting Rights

Following Admission, the issued share capital of the Company will comprise 1,032,607,285 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 1,032,607,285. The above figure 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact:

InfraStrata plc Adrian Pocock, Chief Executive	c/o Yellow Jersey [phone]
Allenby Capital Limited (AIM Nominated Adviser & Joint Broker) Jeremy Porter / Alex Brearley / Liz Kirchner	[phone]
SI Capital Limited (Joint Broker) Nick Emerson	[phone]
Yellow Jersey Tim Thomson	[phone]

-ENDS-

Notes to editors:

InfraStrata is an independent gas storage company focused on the UK and Ireland. Further information is available on the Company's website: www.infrastrata.co.uk.

Background on the Islandmagee Storage Project

The Islandmagee gas storage project is a proposed salt cavern gas storage facility located on Islandmagee in County Antrim, Northern Ireland. The Board of InfraStrata believes that the proposed 500 million cubic metres Natural Gas Cavern Storage facility will provide over 25% of the UK's Natural Gas Storage once constructed, and will be situated adjacent to the Scotland Northern Ireland (gas) Pipeline (SNIP) and the Moyle 500 Megawatt Electricity Interconnector. Work commenced in 2007 with the acquisition of 3D seismic data to image the Permian salt in the Larne Lough area. During 2012, planning permission was granted for the project and a gas storage licence was issued by the Utility Regulator. In 2015 a well was drilled to core the salt and confirm the technical feasibility of the project, supported in part by the European Commission. The Front End Engineering and Design (FEED) element of the Project is scheduled for completion by the end of 2018. To date approximately £11.5m has been invested in the project.

Further information is available on the company's website: www.infrastrata.co.uk

The Front End Engineering & Design (FEED) and Insitu Downhole Testing programme for the Islandmagee gas storage project is co-financed by the European Union's Connecting Europe Facility.

Disclaimer releasing the European Union from any liability in terms of the content of the dissemination materials:

"The sole responsibility of this publication lies with the author. The European Union is not responsible for any use that may be made of the information contained therein."

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	John Wood
2	Reason for the notification
a)	Position/status	COO (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InfraStrata plc
b)	LEI	2138001JAP311MVUZ948
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	Ordinary shares of 0.01p GB00B28YMP66
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) 0.5015p Volume(s) 639,220
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	20 July 2018
f)	Place of the transaction	London Stock Exchange

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Wood
2	Reason for the notification
a)	Position/status	COO (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InfraStrata plc
b)	LEI	2138001JAP311MVUZ948
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	Ordinary shares of 0.01p GB00B28YMP66
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) 0.52 0.52 0.514 0.514 0.52 0.52 0.514 Volume(s) 907,097 3,619,674 970,525 1,943,287 3,266,827 2,882,211 2,423,443
d)	Aggregated information - Aggregated volume - Price	16,013,064 Average price of 0.52p
e)	Date of the transaction	23 July 2018
f)	Place of the transaction	London Stock Exchange

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Graham Lyon
2	Reason for the notification
a)	Position/status	Non-Executive Chairman (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InfraStrata plc
b)	LEI	2138001JAP311MVUZ948
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	Ordinary shares of 0.01p GB00B28YMP66
b)	Nature of the transaction	Award of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.4840p 3,099,174
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	23 July 2018
f)	Place of the transaction	Outside of trading venue - Award of Ordinary Shares

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Matthew Beardmore
2	Reason for the notification
a)	Position/status	Non-Executive Director (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InfraStrata plc
b)	LEI	2138001JAP311MVUZ948
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	Ordinary shares of 0.01p GB00B28YMP66
b)	Nature of the transaction	Award of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.4840p 5,165,289
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	23 July 2018
f)	Place of the transaction	Outside of trading venue - Award of Ordinary Shares

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Wood
2	Reason for the notification
a)	Position/status	COO (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InfraStrata plc
b)	LEI	2138001JAP311MVUZ948
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	Ordinary shares of 0.01p GB00B28YMP66
b)	Nature of the transaction	Award of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.2839p 0.2450p 0.4142p 0.4099p 0.4580p 352,197 816,327 482,858 487,868 109,178
d)	Aggregated information - Aggregated volume - Price	2,248,428  average price of 0.3336p
e)	Date of the transaction	23 July 2018
f)	Place of the transaction	Outside of trading venue - Award of Ordinary Shares

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Duncan
2	Reason for the notification
a)	Position/status	CFO (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InfraStrata plc
b)	LEI	2138001JAP311MVUZ948
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	Ordinary shares of 0.01p GB00B28YMP66
b)	Nature of the transaction	Award of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.2653p 0.2503p 0.4223p 0.4138p 0.4248p 753,953  799,085  473,620  483,268  294,246
d)	Aggregated information - Aggregated volume - Price	2,804,172  average price of 0.3299p
e)	Date of the transaction	23 July 2018
f)	Place of the transaction	Outside of trading venue - Award of Ordinary Shares

 

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