Director/PDMR Shareholding & Additional Listing
14 July 2016
Independent Resources plc
("Independent Resources" or the "Company")
Significant equity subscription by Directors and Chief Operations Officer
at prices of 0.15p, 0.25p and 0.30p per new ordinary share
Equity based remuneration proposal effective 1 April 2016
Directors and Chief Operations Officer ("COO") to be paid quarterly in shares issued
variously at 0.30p, 0.45p and 0.60p
The Directors and COO of Independent Resources have agreed to subscribe for £400,468 worth of new ordinary shares in the Company in settlement of outstanding salaries and fees due to 30 June 2016.
The weighted average subscription price for the 178,987,096 shares to be issued and awarded under these arrangements is 0.224 pence per new ordinary share which represents a premium of approximately 244 per cent. to the closing price of 0.065 pence per ordinary share on 13 July 2016, being the last practicable date prior to this announcement.
The Directors' and COO's willingness to subscribe for new ordinary shares in the Company at a substantial premium to their current market price, is further evidence of their commitment to creating value for all shareholders.
Background
On 10 and 25 May 2016, the Company announced arrangements to reduce its trade creditors, inter alia, through the issue of new ordinary shares. These arrangements included the Directors and COO indicating their willingness in principle to subscribe for new ordinary shares at a significant premium to their prevailing share price in settlement of outstanding salaries and consultancy fees.
In accordance with, inter alia, the AIM Rules these arrangements could not be finalised until after the publication of the results for the financial year ended 31 December 2015.
These arrangements have now been agreed and are set out below. They substantially reduce the Company's trade creditors which as at the end of June 2016 (after taking into account the effect of the arrangements set out in this announcement) were approximately £0.30 million (unaudited).
As previously disclosed in the preliminary results announcement for 2015, at the end of June 2016, the Company had cash balances of approximately £0.06 million (unaudited).
The Company continues to progress arrangements with the Egyptian General Petroleum Company ("EGPC") to collect its share of USD denominated oil revenues from its interest in the East Ghazalat licence in Egypt which have been accruing since 1 July 2015.
There are either agreed payment plans in place with these creditors or they have agreed to defer payment until the receipt of cash from EGPC.
Proposed allotment of Unrestricted Directors' Shares and award of Restricted Directors' Shares
The Directors are pleased to confirm that, on 13 July 2016, they agreed to the award of 169,987,096 restricted and unrestricted new ordinary shares of 0.01 pence each in the Company (the "Directors' Shares") in full settlement of:
· accrued remuneration due to the Directors up to 31 March 2016; and
· share based remuneration due to the Directors for the quarter ended 30 June 2016 pursuant to a new share based remuneration scheme for the Directors of the Company.
Details of the subscriptions are set out below:
(a) Accrued remuneration to 31 March 2016
|
Name |
Amount subscribed |
Subscription |
New Ordinary Shares |
|
Greg Coleman |
£80,000 |
0.25p |
32,000,000 |
|
Owain Franks (1) |
£96,000 |
0.15p |
64,000,000 |
|
Owain Franks (2) |
£74,000 |
0.25p |
29,600,000 |
|
Martin Miller |
£35,968 |
0.25p |
14,387,096 |
|
Grayson Nash |
£12,500 |
0.25p |
5,000,000 |
The 64,000,000 Directors' Shares to be issued to Owain Franks at 0.15 pence are not subject to any restrictions (the "Unrestricted Directors' Shares").
Application has been made for the Unrestricted Directors' Shares to be admitted to trading on AIM ("Admission").
The restrictions imposed on the Directors' Shares to be issued at 0.25 pence as detailed above ("the Restricted Director's Shares") as a condition of their award include:
· continued employment with the Company for a specified period of 12 months, or until the Director's ceases to be an employee of the Company and is accorded good leaver status, as defined in the rules of the scheme ("good leaver status"); and
· a restriction on their sale until the price of the Company's ordinary shares exceeds 0.20 pence per share.
(b) Remuneration for the quarter ended 30 June 2016
As previously announced, the Company has introduced a new share scheme which will issue new ordinary shares in the Company to the Directors as remuneration which will be subject to the restrictions set out below ("Restricted Shares").
The arrangements agreed with the Directors provide for restricted shares to be issued in arrears to the Directors to satisfy their quarterly remuneration at the issue prices set out below:
|
Quarter ended 30 June 2016 |
0.30p |
|
Quarter ended 30 September 2016 |
0.45p |
|
Quarter ended 31 December 2016 |
0.60p |
|
Quarter ended 31 December 2017 |
0.60p |
The satisfaction of remuneration entitlements in respect of the quarter ended 30 June 2016 will result in the following Restricted Shares being issued
|
Name |
Amount subscribed |
Subscription |
Restricted Ordinary Shares |
|
Greg Coleman |
£30,000 |
0.30p |
10,000,000 |
|
Owain Franks |
£30,000 |
0.30p |
10,000,000 |
|
Martin Miller |
£7,500 |
0.30p |
2,500,000 |
|
Grayson Nash |
£7,500 |
0.30p |
2,500,000 |
No change has been made to the quantum of annual salaries or fees to be paid to the Directors disclosed in the recently published annual report and accounts for the year ended 31 December 2015.
There will be no additional cash payments to the Directors until such time as the Company's financial positon merits resumption of such payments.
The restrictions on the Restricted Shares imposed as a condition of their award comprise:
· continued employment with the Company for a period of twelve months or good leaver status; and
· a restriction on their sale until the price of the Company's ordinary shares exceeds 0.20 pence per share.
As the awards of Restricted Shares are being issued:
(i) in respect of historical contractual remuneration which would otherwise have created a significant cash liability for the Company and
(ii) at a substantial premium to the current share price,
the Directors believe that the employment-related restrictions requiring continued employment for a period of 12 months or good leaver status are fair and reasonable.
Award of Unrestricted COO Shares
The board has also agreed to award Rocky Mountain Limited, a company controlled by Brian Hepp Chief Operations Officer of Independent Resources, 9,000,000 new ordinary shares in the Company at a subscription price of 0.30 pence in satisfaction of outstanding fees due of £27,000 for the quarter ended 30 June 2016. These shares are not subject to any restrictions ("Unrestricted COO Shares").
Application has been made for the Unrestricted COO Shares to be admitted to trading on AIM ("Admission").
Related party transaction
The proposed arrangements with the Directors constitute related party transactions for the purposes of the AIM Rules. In the absence of a director independent of the proposed arrangements, Panmure Gordon (UK) Limited, the Company's nominated adviser, considers that that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Application for Admission
As explained above it is expected that Admission will become effective in the Unrestricted Directors' Shares and Unrestricted COO Shares at 8.00 a.m. on Tuesday 19 July 2016.
The Unrestricted Directors' Shares and Unrestricted COO Shares will rank pari passu with the Company's existing ordinary shares of 0.01 pence each.
Unconditional allotment of the Restricted Ordinary Shares and application for admission of the Restricted Ordinary Shares to trading on AIM will be made when the restrictions have been lifted or waived.
Enlarged share capital and total voting rights
The Company has no ordinary shares held in treasury and as a result, following the issue of the Unrestricted Directors' Shares and Unrestricted COO Shares referred to above, there will be 1,335,504,294 ordinary shares of 0.01 pence each in the Company in issue.
This figure may therefore 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 in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Revised interests in the Company
The Unrestricted Directors' Shares that are to be issued pursuant to the arrangements set out above total 64,000,000 and will represent approximately 4.8 per cent of the enlarged issued share capital of the Company following Admission.
The Unrestricted COO Shares that are to be issued pursuant to the arrangements set out above total 9,000,000 and will represent approximately 0.7 per cent of the enlarged issued share capital of the Company following Admission.
The revised interests in the Company of the Directors following Admission are set out below:
|
Name |
Existing Shareholding |
Number of Unrestricted Directors Shares |
Number of Ordinary Shares held following Admission |
Percentage of Ordinary Shares held following Admission |
|
Grayson Nash |
27,872,447 |
- |
27,872,447 |
2.09% |
|
William Gregory Coleman |
4,546,077 |
- |
4,546,077 |
0.34% |
|
Owain Franks |
2,333,333 |
64,000,000 |
66,333,333 |
4.97% |
|
Martin Miller |
- |
- |
- |
0.00% |
The total number of Restricted and Unrestricted Directors' Shares that are to be issued pursuant to the arrangements set out above total 169,987,096 and will represent approximately 11.8 per cent of the enlarged issued share capital of the Company following admission of the Unrestricted Directors' Shares.
The table below sets out the pro-forma interests in the Company of the Directors assuming admission of the Unrestricted Director's Shares and Unrestricted COO Shares and subsequent admission of all Restricted Ordinary Shares.
|
Name |
Number of Ordinary Shares held following Admission |
Number of Restricted Ordinary Shares |
Expected number of Ordinary Shares held following admission of Restricted Ordinary Shares |
Pro-forma percentage of Ordinary Shares following admission of Restricted Ordinary Shares |
|
Grayson Nash |
27,872,447 |
7,500,000 |
35,372,447 |
2.45% |
|
William Gregory Coleman |
4,546,077 |
42,000,000 |
46,546,077 |
3.23% |
|
Owain Franks |
66,333,333 |
39,600,000 |
105,933,333 |
7.35% |
|
Martin Miller |
- |
16,887,096 |
16,887,096 |
1.17% |
Greg Coleman, Chief Executive Officer of Independent Resources commented:
"The arrangements committed to by the Board and our COO will significantly reduce the future cash expenditure of the Company and have been structured to ensure that any future value derived from the Directors' Shares is dependent upon achieving a positive return for all shareholders."
For more information, please visit www.ir-plc.com or contact:
|
Greg Coleman |
|
Independent Resources plc |
020 3367 1134 |
|
|
|
|
|
|
Adam James |
|
Panmure Gordon (UK) Limited |
020 7886 2500 |
|
|
|
(Nominated Adviser & Joint Broker) |
|
|
|
|
|
|
|
Oliver Stansfield |
|
Brandon Hill Capital |
020 3463 5000 |
|
Jonathan Evans |
|
(Joint Broker) |
|
|
|
|
|
|
|
Simon Hudson |
|
Tavistock Communications |
020 7920 3150 |
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail in respect of the issue of the Restricted and Unrestricted Directors' Shares and Unrestricted COO Shares, as described above.
Grayson Nash
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Grayson Goodloe Nash |
||||
|
2 |
Reason for notification |
|||||
|
a) |
Position / status |
Non-executive Chairman |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Independent Resources plc |
||||
|
b) |
LEI |
(Pending) |
||||
|
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 |
Restricted ordinary shares of 0.01p each |
||||
|
|
Identification code |
ISIN: GB00B0RNX796 |
||||
|
b) |
Nature of the transaction |
Award of restricted ordinary shares in satisfaction of historical remuneration due |
||||
|
c) |
Price(s) and volumes(s) |
|
||||
|
d) |
Aggregated information |
N/A |
||||
|
e) |
Date of the transaction |
13 July 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM (XLON) |
||||
William Gregory Coleman
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
William Gregory Coleman |
||||
|
2 |
Reason for notification |
|||||
|
a) |
Position / status |
Chief Executive Officer |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Independent Resources plc |
||||
|
b) |
LEI |
(Pending) |
||||
|
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 |
Restricted ordinary shares of 0.01p each |
||||
|
|
Identification code |
ISIN: GB00B0RNX796 |
||||
|
b) |
Nature of the transaction |
Award of restricted ordinary shares in satisfaction of historical remuneration due |
||||
|
c) |
Price(s) and volumes(s) |
|
||||
|
d) |
Aggregated information |
N/A |
||||
|
e) |
Date of the transaction |
13 July 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM (XLON) |
||||
Owain Franks
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Owain Phillip Taylor Franks |
||||
|
2 |
Reason for notification |
|||||
|
a) |
Position / status |
Commercial director |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Independent Resources plc |
||||
|
b) |
LEI |
(Pending) |
||||
|
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 |
Ordinary shares of 0.01p each Restricted ordinary shares of 0.01p each |
||||
|
|
Identification code |
ISIN: GB00B0RNX796 |
||||
|
b) |
Nature of the transaction |
Issue of ordinary shares in satisfaction of historical remuneration due Award of restricted ordinary shares in satisfaction of historical remuneration due |
||||
|
c) |
Price(s) and volumes(s) |
|
||||
|
d) |
Aggregated information |
N/A |
||||
|
e) |
Date of the transaction |
13 July 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM (XLON) |
||||
Martin Miller
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Martin Louis Bruce Miller |
||||
|
2 |
Reason for notification |
|||||
|
a) |
Position / status |
Non-executive director |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Independent Resources plc |
||||
|
b) |
LEI |
(Pending) |
||||
|
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 |
Restricted ordinary shares of 0.01p each |
||||
|
|
Identification code |
ISIN: GB00B0RNX796 |
||||
|
b) |
Nature of the transaction |
Award of restricted ordinary shares in satisfaction of historical remuneration due |
||||
|
c) |
Price(s) and volumes(s) |
|
||||
|
d) |
Aggregated information |
N/A |
||||
|
e) |
Date of the transaction |
13 July 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM (XLON) |
||||
Rocky Mountain Limited
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Brian Hepp |
||||
|
2 |
Reason for notification |
|||||
|
a) |
Position / status |
Chief Operations Officer |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Independent Resources plc |
||||
|
b) |
LEI |
(Pending) |
||||
|
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 |
Ordinary shares of 0.01p each |
||||
|
|
Identification code |
ISIN: GB00B0RNX796 |
||||
|
b) |
Nature of the transaction |
Issue of ordinary shares in satisfaction of historical remuneration due |
||||
|
c) |
Price(s) and volumes(s) |
|
||||
|
d) |
Aggregated information |
N/A |
||||
|
e) |
Date of the transaction |
13 July 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM (XLON) |
||||
This information is provided by RNS
Latest directors dealings
- 56 minutes ago Judges Scientific
- 1 hour ago AB Dynamics
- 1 hour ago Henry Boot
- 1 hour ago TPXimpact Holdings
- 1 hour ago Ithaca Energy