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HYDROCARBON DYNAMICS LIMITED — Director's Dealing 2010
Feb 4, 2010
65041_rns_2010-02-04_b5793fbc-b536-4d41-8d26-309b65cad220.pdf
Director's Dealing
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Company Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000
5 February 2010
Dear Sir,
Pryme Oil and Gas Limited (Pryme) (ASX Code PYM) Issue of securities
Please find attached an Appendix 3B in respect of the issue of 1,106,855 Performance Rights (PRs)/Restricted Stock Units (RSUs) to executives, together with Change of Directors’ Interests Notices. The performance conditions of these PRs/RSUs have been satisfied and subject to continued employment with Pryme, 50% of the above PRs/RSUs will vest on 1 January 2011 and the balance 50% will vest on 1 January 2012.
Further, Pryme wishes to announce that it will seek shareholder approval at the 2010 Annual General Meeting for grant of a maximum of 3,862,004 PRs/RSUs under the 2010 Long Term Incentive Plan (2010 LTIP) to executives, further details of which will be given in the Notice of the 2010 Annual General Meeting.
For further information, please contact
Justin Pettett Managing Director Pryme Oil and Gas Limited Telephone: +61 07 3371 1103 Email: [email protected]
Ryan Messer Chief Operating Officer Pryme Oil and Gas Limited Telephone: +1 703 401 9806 Email: [email protected]
Pryme Oil and Gas Limited is an Australian oil and natural gas producer and explorer with interests in the Gulf States of the U.S. The company has oil and gas exploration projects focused on Louisiana, the fifth-largest oilproducing state in the U.S. These projects are funded in part by existing cash flow. Pryme’s board of directors and management team has over 100 years of energy industry experience and has uniquely focused local knowledge, underscored by the proven track records of its managers and directors. Directors of the company are George Lloyd (Non Executive Chairman), Justin Pettett (Managing Director) and Ryan Messer (Executive Director) and Greg Short (Non Executive Director).
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Appendix 3B New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Pryme Oil and Gas Limited
ABN 75 117 387 354
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 +Class of +securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
Performance Rights (PRs)/Restricted Stock Units (RSUs) convertible into ordinary shares in the capital of Pryme on a one for one basis. |
|---|---|
| 1,106,855 PRs/RSUs | |
| Subject to continued employment with Pryme, 50% PRs/RSUs will vest on 1 January 2011 and the balance 50% will vest on 1 January 2012. The PRs/RSUs are personal to the issuee and may not be traded, sold or transferred. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
4 Do the[+] securities rank equally in No. The PRs/RSUs are issued as part of the Long all respects from the date of Term Incentive Plan and subject to continued allotment with an existing[+] class employment, 50% of the PRs/RSUs will convert to of quoted[+] securities? ordinary shares on 1 January 2011 and the balance of 50% will convert to ordinary shares on 1 January If the additional securities do not 2012. rank equally, please state: • the date from which they do The PRs/RSUs will not rank equally with an existing class of quoted securities. • the extent to which they The PRs/RSUs will not participate for the next participate for the next dividend. dividend, (in the case of a trust, distribution) or interest The PRs/RSUs do not have voting rights attaching payment and will not participate in dividends. • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil consideration 6 Purpose of the issue Granted as part of remuneration (If issued as consideration for the acquisition of assets, clearly identify those assets)
7 Dates of entering[+] securities - into uncertificated holdings or despatch of certificates Number ~~+~~ Class 8 Number and +class of all 178,801,337 Ordinary Shares +securities quoted on ASX ( including the securities in clause 2 if applicable)
- See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
Number ~~+~~ Class 9 Number and +class of all 500,000 $0.15 Options expiring +securities not quoted on ASX 20 January 2012 ( including the securities in Performance clause 2 if applicable) 1,106,855 Rights/Restricted Stock Units 10 Dividend policy (in the case of a - trust, distribution policy) on the increased capital (interests)
- Items 11 to 42 have been deleted -
- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
Quotation agreement
-
-
-
1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
-
2 We warrant the following to ASX.
-
The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
-
There is no reason why those[+] securities should not be granted[+] quotation.
-
An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
-
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
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If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
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3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
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4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here:
............................................................ Date: 05.02.2010 (Director ~~/Company secretary)~~
Print name: Justin Pettett
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
APPENDIX 3Y
CHANGE OF DIRECTOR’S INTEREST NOTICE
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
Name of entity PRYME OIL AND GAS LIMITED
ABN 75 117 387 354
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Justin Pettett |
|---|---|
| Date of last notice | 8 October 2009 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
- |
| Date of change | 4 February 2010 |
| No. of securities held prior to change | Ordinary Shares 1. 3,225,000 – Pettett Pty Ltd 2. 436,000 – Mr Justin Pettett and Mrs Kathryn Pettett |
| Class | Performance Rights (PRs) |
| Number acquired | 515,936 |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held after change | Ordinary Shares 1. 3,225,000 – Pettett Pty Ltd 2. 436,000 – Mr Justin Pettett and Mrs Kathryn Pettett Performance Rights (PRs) 515,936 PRs convertible into ordinary shares in the capital of Pryme on a one for one basis; subject to continued employment with Pryme, 50% of the PRs will vest on 1 January 2011 and the balance 50% will vest on 1 January 2011 – Direct |
|---|---|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
PRs granted under the 2009 Long Term Incentive Plan as part of remuneration. |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | - |
|---|---|
| Nature of interest | - |
| Name of registered holder (if issued securities) |
- |
| Date of change | - |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
- |
| Interest acquired | - |
| Interest disposed | - |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
- |
| Interest after change | - |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
APPENDIX 3Y
CHANGE OF DIRECTOR’S INTEREST NOTICE
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
Name of entity PRYME OIL AND GAS LIMITED
ABN 75 117 387 354
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Timothy Ryan Messer |
|---|---|
| Date of last notice | 9 October 2009 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
- |
| Date of change | 4 February 2010 |
| No. of securities held prior to change | Ordinary Shares 2,506,925 – Sourcerock Investments LLC American Depository Receipts 555 (equivalent to 11,100 Ordinary shares) – Sourcerock Investments LLC |
| Class | Restricted Stock Units (RSUs) |
| Number acquired | 515,936 |
| Number disposed | - |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held after change | Ordinary Shares 2,506,925 – Sourcerock Investments LLC American Depository Receipts 555 (equivalent to 11,100 Ordinary shares) – Sourcerock Investments LLC Restricted Stock Units (RSUs) 515,936 RSUs convertible into ordinary shares in the capital of Pryme on a one for one basis; subject to continued employment with Pryme, 50% of the RSUs will vest on 1 January 2011 and the balance 50% will vest on 1 January 2011 – Direct |
|---|---|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
RSUs granted under the 2009 Long Term Incentive Plan as part of remuneration |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | - |
|---|---|
| Nature of interest | - |
| Name of registered holder (if issued securities) |
- |
| Date of change | - |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
- |
| Interest acquired | - |
| Interest disposed | - |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
- |
| Interest after change | - |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
11/3/2002