Issue of Equity
30 September 2021
IOG plc
Conversion of Salaries/Fees into Share Options and
Exercise of Salary/Fee Sacrifice Options
IOG plc ("IOG" or "the Company"), (AIM: IOG.L), the Net Zero UK gas and infrastructure operator focused on high return projects, announces the following transactions in its ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares"):
-
certain Directors and other members of the management and technical teams have sacrificed all or part of their cash salaries or fees into options over Ordinary Shares ("Options") for periods between 1 March 2021 and 31 August 2021, and;
- James Chance, a Person Directing Managerial Responsibilities in the Company ("PDMR") and one former contractor have exercised previously issued Options pursuant to Salary and Fee Sacrifice Share Option agreements respectively.
Award of Salary/Fee Sacrifice Options
The conversion of cash salaries and fees into Options is consistent with previous salary and fee sacrifice transactions, creating additional alignment between management, directors and shareholders.
As previously announced, this mechanism was intended to continue while the Company is in a pre-cash flow phase. As the Company expects to generate its first revenues in Q4 2021, the Board intends this to be the final tranche of salary/fee conversion into Options. The total historical aggregate salary and fee sacrifices by employees, directors and contractors since 2014 amounts to approximately £2.25 million.
As further detailed in the table below, such personnel have accepted Options in lieu of cash salaries or fees due in the relevant periods. All of these Options have a five-year term from the effective date of 29 September 2021 and are issued by reference to the volume weighted average price per Ordinary Share ("VWAP") over the period to which they relate. The VWAP over the period from 1 March 2021 to 31 August 2021 was 20.97p. A total of 479,052 new Options have been issued for this period, each with an exercise price of 1p, representing approximately 0.09% per cent of the Company's issued share capital following Admission (as defined below).
Exercise of Salary/Fee Sacrifice Options
In addition, the Company announces that it has issued a total of 321,159 Ordinary Shares, resulting from two exercises of Options as follows:
- On 29 September 2021, a notice was submitted by James Chance, a PDMR, to exercise 79,123 Options pursuant to a Salary Sacrifice Share Option agreement (the "Exercise"). The Options were issued in 2016 and were due to expire shortly. James Chance has not sold any Ordinary Shares to fund the Exercise. On Admission James Chance will hold 697,586 Ordinary Shares, representing approximately 0.13% of the share capital of the Company on Admission.
- On 29 September 2021, a notice was submitted by a former contractor to exercise 242,036 Options pursuant to a Fee Sacrifice Share Option agreement. The Options were issued between 2016 and 2018.
The Company has applied to the London Stock Exchange for admission of 321,159 new Ordinary Shares to trading on AIM ("Admission"). Admission is expected to occur on 6 October 2021. Following Admission there will be 523,764,212 Ordinary Shares in issue. Accordingly, this number may be used by shareholders 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 Company under the FCA's Disclosure Guidance and Transparency Rules.
Following these two exercises, a total of 4,325,027 salary/fee sacrifice options (representing approximately 0.83% of the Ordinary Shares in issue following Admission) held by current and former IOG personnel remain unexercised with expiry dates out to 2026.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.
Enquiries:
| IOG plc Andrew Hockey (CEO) Rupert Newall (CFO) James Chance (Head of Capital Markets & ESG) |
+44 (0) 20 7036 1400 |
finnCap Ltd Christopher Raggett / Simon Hicks |
+44 (0) 20 7220 0500 |
Peel Hunt LLP Richard Crichton / David McKeown |
+44 (0) 20 7418 8900 |
| Vigo Consulting Patrick d'Ancona / Chris McMahon / Oliver Clark |
+44 (0) 20 7390 0230 |
About IOG:
IOG's Saturn Banks Project targets a gross peak production rate of 140 mmscf/d (c. 24,000 Boe/d) from gross 2P gas reserves of 302 Bcfe¹ and management estimated 2C gas Contingent Resources of 132 Bcfe, via an efficient hub strategy based on co-owned infrastructure. In addition to its 2P reserves at Blythe, Elgood, Southwark, Nailsworth and Elland and 2C contingent resources at Goddard, it has management estimated gross 2C contingent resources of 23 Bcfe at Abbeydale and gross unrisked mid-case prospective resources of 36 Bcfe at Kelham North, 42 Bcfe at Kelham Central, 58 Bcfe at Thornbridge, 31 Bcfe at Southsea, 28 Bcfe and 19 Bcfe in the two Goddard flank structures, and 21 Bcfe at Harvey. The Orrell discovery, with management estimated gross 2C contingent resources of 42 Bcfe, also lies approximately 50% on the P2442 licence held 50% by IOG.
In December 2020 IOG was also awarded a 50% operated stake in Licence P2589, containing the Panther and Grafton gas discoveries with management estimated gross mid-case contingent resources of 46 Bcfe and 35 Bcfe respectively. In addition, IOG continues to pursue value accretive acquisitions to help generate further significant shareholder returns.
¹ERC Equipoise Competent Persons Report: October 2017, adjusted by Management to account for updated project timing and compression
Notes:
Salaries and Fees Converted into 1p Options
For the period 1 March 2021 to 31 August 2021 the Salaries/Fees sacrificed by the Company directors named below and other members of the IOG management and technical teams were converted into Options with an exercise price of 1p, effective date of grant 29 September 2021, final exercise date of 28 September 2026 at the following VWAP reference prices:
| Name | Number of Ordinary Shares under option | VWAP Reference price (pence) | Exercise price (pence) | Salary/Fee Sacrifice Period |
| Andrew Hockey* | 90,908 | 20.97p | 1p | 01-Mar-21 - 31-Aug-21 |
| Rupert Newall* | 68,869 | 20.97p | 1p | 01-Mar-21 - 31-Aug-21 |
| Fiona MacAulay* | 30,303 | 20.97p | 1p | 01-Mar-21 - 31-Aug-21 |
| Esa Ikaheimonen* | 137,739 | 20.97p | 1p | 01-Mar-21 - 31-Aug-21 |
| Neil Hawkings* | 12,396 | 20.97p | 1p | 01-Mar-21 - 31-Aug-21 |
| David Gibson | 56,473 | 20.97p | 1p | 01-Mar-21 - 31-Aug-21 |
| Robin Storey | 11,197 | 17.37p | 1p | 01-Mar-21 - 31-Mar-21 |
| Others | 71,167 | various | 1p | various |
| Total | 479,052 |
* Directors
Details for any Person Discharging Managerial Responsibilities ("PDMR") / persons closely associated.
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Andrew Hockey | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | IOG plc | ||||
| b) | LEI | 2138005OA2NLZS2NRT74 | ||||
| 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 over Ordinary Shares | ||||
| Identification code | GB00BF49WF64 | |||||
| b) | Nature of the transaction | Grant of Share Options over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
|
||||
| d) |
Aggregated information:
|
n/a | ||||
| e) | Date of the transaction | 29 September 2021 | ||||
| f) | Place of the transaction | Off market transaction | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Rupert Newall | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Financial Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | IOG plc | ||||
| b) | LEI | 2138005OA2NLZS2NRT74 | ||||
| 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 over Ordinary Shares | ||||
| Identification code | GB00BF49WF64 | |||||
| b) | Nature of the transaction | Grant of Share Options over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
|
||||
| d) | Aggregated information:
|
n/a | ||||
| e) | Date of the transaction | 29 September 2021 | ||||
| f) | Place of the transaction | Off market transaction | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Fiona MacAulay | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chair | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | IOG plc | ||||
| b) | LEI | 2138005OA2NLZS2NRT74 | ||||
| 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 over Ordinary Shares | ||||
| Identification code | GB00BF49WF64 | |||||
| b) | Nature of the transaction | Grant of Share Options over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
|
||||
| d) |
Aggregated information:
|
n/a | ||||
| e) | Date of the transaction | 29 September 2021 | ||||
| f) | Place of the transaction | Off market transaction | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Esa Ikaheimonen | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | IOG plc | ||||
| b) | LEI | 2138005OA2NLZS2NRT74 | ||||
| 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 over Ordinary Shares | ||||
| Identification code | GB00BF49WF64 | |||||
| b) | Nature of the transaction | Grant of Share Options over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
|
||||
| d) |
Aggregated information:
|
n/a | ||||
| e) | Date of the transaction | 29 September 2021 | ||||
| f) | Place of the transaction | Off market transaction | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Neil Hawkings | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | IOG plc | ||||
| b) | LEI | 2138005OA2NLZS2NRT74 | ||||
| 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 over Ordinary Shares | ||||
| Identification code | GB00BF49WF64 | |||||
| b) | Nature of the transaction | Grant of Share Options over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
|
||||
| d) | Aggregated information:
|
n/a | ||||
| e) | Date of the transaction | 29 September 2021 | ||||
| f) | Place of the transaction | Off market transaction | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | David Gibson | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Operating Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | IOG plc | ||||
| b) | LEI | 2138005OA2NLZS2NRT74 | ||||
| 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 over Ordinary Shares | ||||
| Identification code | GB00BF49WF64 | |||||
| b) | Nature of the transaction | Grant of Share Options over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
|
||||
| d) | Aggregated information:
|
n/a | ||||
| e) | Date of the transaction | 29 September 2021 | ||||
| f) | Place of the transaction | Off market transaction | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Robin Storey | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Legal Counsel & Company Secretary | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | IOG plc | ||||
| b) | LEI | 2138005OA2NLZS2NRT74 | ||||
| 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 over Ordinary Shares | ||||
| Identification code | GB00BF49WF64 | |||||
| b) | Nature of the transaction | Grant of Share Options over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
|
||||
| d) | Aggregated information:
|
n/a | ||||
| e) | Date of the transaction | 29 September 2021 | ||||
| f) | Place of the transaction | Off market transaction | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | James Chance | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Head of Capital Markets & ESG | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | IOG plc | ||||
| b) | LEI | 2138005OA2NLZS2NRT74 | ||||
| 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 over Ordinary Shares | ||||
| Identification code | GB00BF49WF64 | |||||
| b) | Nature of the transaction | Exercise of Share Options over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
|
||||
| d) | Aggregated information:
|
See 4 (c) | ||||
| e) | Date of the transaction | 29 September 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
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