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/ 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/ or contact:
| Paul Haywood (Chief Executive Officer) | Block Energy plc | Tel: +44 (0)20 3468 9891 |
| Neil Baldwin (Nominated Adviser) | Spark Advisory Partners Limited | Tel: +44 (0)20 3368 3554 |
| Peter Krens (Corporate Broker) | Tennyson Securities | Tel: +44 (0)20 7186 9030 |
| Philip Dennis / Mark Antelme / Ali AlQahtani (Financial PR) | Celicourt Communications | Tel: +44 (0)20 7770 6424 |
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 /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 | Grant of share options under Bonus Scheme | ||||
| c) | Price(s) and volumes(s) |
| ||||
| 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 /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 transactions | Grant of share options under Bonus Scheme
| ||||
| c) | Price(s) and volumes(s) |
| ||||
| 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) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 29 May 2024 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.