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PROSPEX ENERGY PLC
Related Party Transaction • Oct 3, 2024
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Related Party Transaction
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National Storage Mechanism | Additional information 
RNS Number : 7344G
Prospex Energy PLC
03 October 2024
Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas
3 October 2024
Prospex Energy PLC
('Prospex' or the 'Company')
Grant of Options
Prospex Energy PLC, the AIM quoted investment company focused on European energy projects, has today granted a total of 4,400,000 share options in the Company to directors and management (the "Options"). The new options awarded represent 1.09% of the total issued share capital of the Company on 2 October 2024. The new award results in the total number of options awarded to directors and management of 22,346,364 options, which represents 5.55% of the total issued share capital on 2 October 2024. The Company has also extended the expiry date of an earlier option award, as detailed below.
Award of New Options
The new options have been awarded at 6.4p per share representing a 9.4% premium to 5.85p, the closing price of Prospex shares on 2 October 2024.
The Options vest 3 months from issue and are exercisable for a period of five years.
The new options to be issued are set out below:-
| Director*/PDMR/Other | Number | % of share capital at 2 October 2024 |
| Mark Routh* | 1,300,000 | 0.32% |
| William Smith* | 400,000 | 0.10% |
| Alasdair Buchanan* | 400,000 | 0.10% |
| Andrew Hay* | 400,000 | 0.10% |
| Grant Glanfield | 750,000 | 0.19% |
| Other non-PDMR staff | 1,150,000 | 0.29% |
| Total | 4,400,000 | 1.09% |
Amendment to the 5p Options awarded on 18 March 2022
In addition to this award of options, the Board of Directors has agreed a deed of variation for the remaining 6,300,000 options in the capital of the Company with a strike price of 5p per ordinary share which were awarded on 18 March 2022. These 5p options vested immediately and were granted for a term of three years. Since all subsequent options awarded by the Company have had an expiry date on the fifth anniversary of the award, the deed has changed the expiry date of these 5p Options to also have an expiry date on the fifth anniversary of the award, thus changing the expiry date from 17 March 2025 to 17 March 2027. Three of the current Directors are currently interested in this option award, being Mark Routh (2,100,000 options), William Smith (900,000 options) and Alasdair Buchanan (900,000 options), all of whom have agreed not to exercise for a period of at least three months from today's date.
Summary of Issued Options
Total options held by directors/PDMRs, factoring in the abovementioned expiry date extension, before the new award:
| Director* /PDMR | Expiry 14/04/25 | Strike Price | Expiry 17/3/27 | Strike Price | Expiry 22/09/27 | Strike Price | Expiry 27/02/28 | Strike Price | Expiry 26/07/28 | Strike Price | Total |
| Mark Routh* | - | - | 2,100,000 | 5.0p | 900,000 | 8.15p | 1,233,333 | 12.25p | 300,000 | 7.0p | 5,433,333 |
| William Smith* | 21,669 | 75p | 900,000 | 5.0p | 900,000 | 8.15p | 370,000 | 12.25p | 1,200,000 | 7.0p | 2,491,669 |
| Alasdair Buchanan* | - | - | 900,000 | 5.0p | 900,000 | 8.15p | 370,000 | 12.25p | 300,000 | 7.0p | 2,470,000 |
| Andrew Hay* | - | - | - | - | - | - | - | - | 900,000 | 7.0p | 900,000 |
| Grant Glanfield | - | - | - | - | 575,556 | 12.25p | 500,000 | 7.0p | 1,075,556 | ||
| Total | 21,669 | - | 3,900,000 | - | 2,700,000 | - | 2,548,889 | - | 3,250,000 | 12,370,558 |
Directors'/PDMRs total Options after this new award:
| Director*/PDMR | Number | % of share capital at 2 October 2024 |
| Mark Routh* | 6,733,333 | 1.67% |
| William Smith* | 2,891,669 | 0.72% |
| Alasdair Buchanan* | 2,870,000 | 0.71% |
| Andrew Hay* | 1,300,000 | 0.32% |
| Grant Glanfield | 1,825,556 | 0.45% |
| Total Directors/PDMRs | 15,620,558 | 3.88% |
Related Party Transaction Relating to the 5p Option Amendment
The amendment to the expiry date of the remaining 6,300,000 options awarded on 18 March 2022 to certain Directors of the Company constitutes a related party transaction under the AIM Rules for Companies.
Andrew Hay as the sole director who is not a participant in that option award (as he was not a Director of the Company at the time) is therefore regarded as independent of the amendment of the option agreements and considers that the terms of the amendment is fair and reasonable, having consulted with the Company's nominated adviser, Strand Hanson Limited, insofar as the Company's shareholders are concerned.
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.
* * ENDS * *
For further information visit www.prospex.energy or contact the following:
| Mark Routh | Prospex Energy PLC | Tel: +44 (0) 20 7236 1177 |
| Ritchie Balmer Rory Murphy David Asquith |
Strand Hanson Limited (Nominated Adviser) |
Tel: +44 (0) 20 7409 3494 |
| Andrew Monk (Corporate Broking) Andrew Raca / Tommy Jackson (Corporate Finance) |
VSA Capital Limited | Tel: +44 (0) 20 3005 5000 |
| Ana Ribeiro / Charlotte Page | St Brides Partners Limited | Tel: +44 (0) 20 7236 1177 |
PDMR Notifications for the new options
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Mark Routh
2.
Reason for the Notification
a)
Position/status
Director
b)
Initial notification/amendment
Initial notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Prospex Energy Plc
b)
LEI
213800NY9RH8O1B72D27
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 0.1p each in the share capital of the Prospex Energy plc
Identification code
GB00BMFZVZ53
b)
Nature of the Transaction
Issue of options to acquire Ordinary Shares over the next 5 years
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 6.4 pence | 1,300,000 |
d)
Aggregated information
Aggregated volume Price
N/A (Single Transaction)
e)
Date of the transaction
03 October 2024
f)
Place of the transaction
AIM
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
William Smith
2.
Reason for the Notification
a)
Position/status
Director
b)
Initial notification/amendment
Initial notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Prospex Energy Plc
b)
LEI
213800NY9RH8O1B72D27
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 0.1p each in the share capital of the Prospex Energy plc
Identification code
GB00BMFZVZ53
b)
Nature of the Transaction
Issue of options to acquire Ordinary Shares over the next 5 years
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 6.4 pence | 400,000 |
d)
Aggregated information
Aggregated volume Price
N/A (Single Transaction)
e)
Date of the transaction
03 October 2024
f)
Place of the transaction
AIM
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Alasdair Buchanan
2.
Reason for the Notification
a)
Position/status
Director
b)
Initial notification/amendment
Initial notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Prospex Energy Plc
b)
LEI
213800NY9RH8O1B72D27
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 0.1p each in the share capital of the Prospex Energy plc
Identification code
GB00BMFZVZ53
b)
Nature of the Transaction
Issue of options to acquire Ordinary Shares over the next 5 years
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 6.4 pence | 400,000 |
d)
Aggregated information
Aggregated volume Price
N/A (Single Transaction)
e)
Date of the transaction
03 October 2024
f)
Place of the transaction
AIM
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Andrew Hay
2.
Reason for the Notification
a)
Position/status
Director
b)
Initial notification/amendment
Initial notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Prospex Energy Plc
b)
LEI
213800NY9RH8O1B72D27
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 0.1p each in the share capital of the Prospex Energy plc
Identification code
GB00BMFZVZ53
b)
Nature of the Transaction
Issue of options to acquire Ordinary Shares over the next 5 years
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 6.4 pence | 400,000 |
d)
Aggregated information
Aggregated volume Price
N/A (Single Transaction)
e)
Date of the transaction
03 October 2024
f)
Place of the transaction
AIM
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Grant Glanfield
2.
Reason for the Notification
a)
Position/status
Group Head of Finance
b)
Initial notification/amendment
Initial notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Prospex Energy Plc
b)
LEI
213800NY9RH8O1B72D27
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 0.1p each in the share capital of the Prospex Energy plc
Identification code
GB00BMFZVZ53
b)
Nature of the Transaction
Issue of options to acquire Ordinary Shares over the next 5 years
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 6.4 pence | 750,000 |
d)
Aggregated information
Aggregated volume Price
N/A (Single Transaction)
e)
Date of the transaction
03 October 2024
f)
Place of the transaction
AIM
PDMR Notifications for the amendment of the 5p options
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Mark Routh
2.
Reason for the Notification
a)
Position/status
Director
b)
Initial notification/amendment
Amendment
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Prospex Energy Plc
b)
LEI
213800NY9RH8O1B72D27
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 0.1p each in the share capital of the Prospex Energy plc
Identification code
GB00BMFZVZ53
b)
Nature of the Transaction
Variation to the term of expiry of the 5p options awarded on 18 March 2022
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 5.0 pence | 2,100,000 |
d)
Aggregated information
Aggregated volume Price
N/A (Single Transaction)
e)
Date of the transaction
03 October 2024
f)
Place of the transaction
AIM
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
William Smith
2.
Reason for the Notification
a)
Position/status
Director
b)
Initial notification/amendment
Amendment
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Prospex Energy Plc
b)
LEI
213800NY9RH8O1B72D27
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 0.1p each in the share capital of the Prospex Energy plc
Identification code
GB00BMFZVZ53
b)
Nature of the Transaction
Variation to the term of expiry of the 5p options awarded on 18 March 2022
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 5.0 pence | 900,000 |
d)
Aggregated information
Aggregated volume Price
N/A (Single Transaction)
e)
Date of the transaction
03 October 2024
f)
Place of the transaction
AIM
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Alasdair Buchanan
2.
Reason for the Notification
a)
Position/status
Director
b)
Initial notification/amendment
Amendment
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Prospex Energy Plc
b)
LEI
213800NY9RH8O1B72D27
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 0.1p each in the share capital of the Prospex Energy plc
Identification code
GB00BMFZVZ53
b)
Nature of the Transaction
Issue of options to acquire Ordinary Shares over the next 5 years
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| 5.0 pence | 900,000 |
d)
Aggregated information
Aggregated volume Price
N/A (Single Transaction)
e)
Date of the transaction
03 October 2024
f)
Place of the transaction
AIM
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