5 February 2014
Sound Oil plc
("Sound Oil" or the "Company")
Directorate Changes and Directors' Interests
Sound Oil, the European / Mediterranean focused upstream oil and gas company, is pleased to announce the appointment of Simon Davies and Gerry Orbell as Non Executive Directors of the Company, with immediate effect.
Simon Davies retired as Executive Chairman of Threadneedle Asset Management in 2012 having joined Threadneedle as Chief Investment Officer in 1995; over this period Threadneedle's assets under management increased from £22 billion to approximately £70 billion. Simon is currently Chairman of JP Morgan Overseas Investment Trust, a Non Executive Director of Grainger and a Director of a number of subsidiaries of Old Mutual Wealth Management. Simon was previously a Non Executive Director of Sound Oil.
Gerry Orbell is currently Chairman of AIM quoted Antrim Energy Inc. and serves as a director on a number of private company boards. He retired as Executive Chairman of Sound Oil in 2012. He is a petroleum geologist with over 40 years of international experience including Board positions at Premier Oil and Fina.
Following the conclusion of the financial year ending 31 December 2013, the Company's remuneration committee resolved to award James Parsons, the Company's Chief Executive Officer, a performance based bonus including the award of 617,284 new ordinary shares in the Company. Mr Parsons intends to sell 300,000 shares to cover the taxation liability associated with the bonus award and therefore has on 4 February 2014, the date of issue, sold 150,000 shares at a price of 4.6 pence per share. An additional 617,284 new ordinary shares in the Company were also awarded to other members of the management team (together with the bonus award shares issued to James Parsons, the "Bonus Award Shares").
Application will be made to the London Stock Exchange for the Bonus Award Shares, which rank pari passu with the Company's issued Ordinary Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 10 February 2014. Following the issue of the Bonus Award Shares, the Company will have 327,202,251 Ordinary Shares in issue.
There are no shares held in treasury. The total number of voting rights in the Company is therefore 327,202,251 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the Disclosure and Transparency Rules.
In addition, Mr. Parsons has also been awarded 4,000,000 options to subscribe for new ordinary shares in the Company. These options vest in three equal tranches, the first on 1 January 2015 at a price of 6.5 pence per share, the second on 1 January 2016 at a 10% premium to the volume weighted average price ("VWAP") in December 2014 and the third on 1 January 2017 at a 10% premium to the VWAP in December 2015. Each tranche of the options are exercisable at any time until the third anniversary of their vesting.
Following the conclusion of the Open Offer, the Board's interests in the Enlarged Issued Share Capital as of the date of this announcement are now as shown below:
Number of Ordinary Shares prior to the Open Offer
Number of Open Offer Shares acquired at the Issue Price of 4.2p per share
Ordinary Shares as at the date of this announcement
% of Enlarged Share Capital
Certain capitalised terms in this announcement are as defined in the circular of the Company dated 16 January 2014.
For further information please contact:
James Parsons, Chief Executive Officer
Stuart Joyner, Chief Financial Officer
Smith & Williamson - Nominated Adviser
Tel: 44 (0)20 7131 4000
Peel Hunt - Broker
Tel: 44 (0)20 7418 8900
In addition to their appointment as Directors of the Company, Messrs Davies and Orbell hold, or have held within the last five years, the following directorships and partnerships:
Past Directorships/ Partnerships within the last five years
Simon Howard Davies, aged 54
JP Morgan Overseas Investment Trust PLC
Threadneedle Property Investments Limited
Threadneedle Asset Management Holdings Limited
Old Mutual Wealth Management Limited
Sound Oil plc
Square Mile Investment Consulting and Research Limited
Cofunds Holdings Limited
Grainger Home Reversions Limited Partnership
Thames Water Pension Trustees (MIS) Limited
Homesafe Equity Release Limited Partnership
Thames Water Pension Trustees Limited
Home & Capital Trust Limited
Intrinsic Financial Services Limited
Skandia MultiFUNDS Assurance Limited
Intrinsic Cirilium Investment Company Limited
The Welfare Dwellings Trust Limited
Bridgewater Equity Release Limited
Grainger Equity Release Management Limited
Skandia MultiFunds Limited
Hamsard 2517 (New Business) Limited
Old Mutual Fund Managers Limited
Skandia Life Assurance Company Limited
Old Mutual Global Investors (UK) Limited
Antrim Energy Inc.
Sound Oil plc
Antrim Resources (N.I.) Limited
Moorland Energy Limited
Valpak Holdings Ltd
Consul Oil & Gas Limited
Valpak 1997 Limited
ODY Energy Limited
Winham Services Ltd