6 February 2024
Scirocco Energy plc
("Scirocco" or "the Company")
Cancellation of SILOF Options
Scirocco Energy plc (AIM: SCIR), the AIM investing company targeting attractive assets within the European sustainable energy and circular economy markets, today confirms the cancellation of certain options held by Directors and former Directors under the "Shares in Lieu of Fees" option scheme (the "SILOF Scheme").
During 2020 - 2022 certain Directors and former Directors agreed to defer salaries to preserve cash in the business in exchange for options over new ordinary shares as facilitated by the SILOF Scheme. Over the deferral period the Company benefited from cash savings of c. £447k.
A resolution was proposed at Scirocco's AGM in 2023 seeking an authority to allot up to 70.7 million new ordinary shares to satisfy the exercise of options issued under the SILOF Scheme. This authority would have enabled the Company to meet its contractual obligations to certain Directors and former Directors pursuant to the SILOF Scheme. The authority was not granted by Shareholders and as a result, and as the AGM circular detailed, the Company is now obliged to settle the amounts owed in cash, rather than through the issue of new ordinary shares.
The options issued pursuant to the SILOF Scheme - totalling c. 70.7 million options and representing approximately 8% of the total issued ordinary share capital of the Company - have now been cancelled and the corresponding deferred salaries of, in aggregate, c. £447k has now been paid to the scheme participants. This represents a no gain, no loss position for the Company and also for the scheme participants who deferred salary entitlements during 2020 - 2022.
Given that the Company's Chairman Alastair Ferguson and CEO Tom Reynolds are participants in the SILOF Scheme, an independent committee of the Board was formed consisting of directors Matt Bower and Niall Roberts to consider the terms of the cancellation. The independent committee of the Board approved the terms of the cancellation on 1 February 2024.
For further information:
| Scirocco Energy plc Tom Reynolds, CEO | +44 (0)20 7466 5000 |
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| Strand Hanson Limited, Nominated Adviser Ritchie Balmer / James Spinney / Robert Collins | +44 (0) 20 7409 3494 |
| WH Ireland Limited, Broker Harry Ansell / Katy Mitchell | +44 (0) 207 220 1666 |
| Buchanan, Financial PR Ben Romney / Barry Archer / George Pope | +44 (0)20 7466 5000 |
PDMR Notification Form
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1. Tom Reynolds 2. Alastair Ferguson | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | 1. Chief Executive Officer 2. Non-Executive Chairman | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Scirocco Energy plc | ||||
| b) | LEI | 213800Z1HYXMO2FSDM70 | ||||
| 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 | Share options (in lieu of fees) over ordinary shares of GBP0.002 each in the share capital of Scirocco Energy plc | ||||
| Identification code | GB00BF1BK408 | |||||
| b) | Nature of the Transaction | Cancellation of options over ordinary shares | ||||
| c) | Price(s) and volume(s) |
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| d) | Aggregated information Aggregated volume Price | Aggregate volume: 20,911,689 Aggregate price: n/a | ||||
| e) | Date of the transaction | 6 February 2024 | ||||
| f) | Place of the transaction | Outside of an exchange | ||||
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