THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310
20 December 2021
Baron Oil Plc
("Baron Oil", "Baron" or "the Company")
Grant of Share Options
Baron Oil Plc (AIM:BOIL), the AIM-quoted oil and gas exploration company with projects in SE Asia, Latin America and the UK, announces a grant of EMI Share Options ("EMI" or "EMI Options") under the HMRC approved Share Option scheme alongside a grant of unapproved Share Options ("Share Options").
The Baron EMI scheme, which was established in May 2020, is a long-term HMRC approved tax efficient option scheme that enables companies to attract and retain key staff by rewarding them with equity participation in the business. The scheme is open to all Baron employees who qualify under the HMRC rules.
This programme of EMI and other Share Option awards is designed to re-balance management incentives, specifically for the Executive Directors, where previous option grants had been sporadic, short term in nature and unrepresentative as a meaningful incentive. During 2021, a total of 30,000,000 Share Options expired.
The Company has today granted EMI Options and Share Options over a total of 530,000,000 ordinary shares of 0.025 pence each in the Company ("Ordinary Shares") to the following: Andrew Yeo, Chief Executive Officer (290,000,000); (Hugh) Jon Ford, Technical Director (180,000,000) and Geoffrey Barnes, Financial Controller and Company Secretary (60,000,000). All of these vested options have a ten year life from the date of grant and an exercise price of 0.06p, being the closing mid-market price on 17 December 2021, the last practicable date prior to the release of this announcement. As a result of these awards, the Directors and Employees' option pool rises to 9.06% of the Company's fully diluted ordinary share capital. The Company's entire option pool is now equivalent to 12.25% of the Company's fully diluted ordinary share capital.
The FCA notifications in respect of the above option grants, made in accordance with the requirements of the UK Market Abuse Regulation, are appended below.
Following the grant of these EMI Options and Share Options, the number of EMI Options and Share Options held by Directors and Employees is as follows:
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| New | Exercise | Existing | Exercise | Total | % Fully Diluted Ordinary |
| Option Holder | Options | Price | Options | Price | Options | Shares***** |
| Andrew Yeo | 290,000,000 | 0.06p* |
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| 125,000,000 | 0.10p** |
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| 250,000,000 | 0.07p*** | 665,000,000 | 4.98% |
| (Hugh) Jon Ford | 180,000,000 | 0.06p* |
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| 75,000,000 | 0.10p**** |
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| 140,000,000 | 0.07p*** | 395,000,000 | 2.96% |
| Geoffrey Barnes | 60,000,000 | 0.06p* |
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| 40,000,000 | 0.10p** |
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| 50,000,000 | 0.07p*** | 150,000,000 | 1.12% |
| Total | 530,000,000 |
| 680,000,000 |
| 1,210,000,000 | 9.05% |
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| * Exercisable at any time prior to 19 December 2031 ** Exercisable at any time prior to 25 May 2030 *** Exercisable, after 21 July 2022, at any time prior to 21 July 2031 |
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**** Exercisable at any time prior to 9 November 2030 |
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| ***** Current number of Ordinary Shares in issue is 11,583,612,461; Fully Diluted Ordinary Share capital, which includes all Warrants as well as EMI Options and Share Options, represents 13,363,237,462 Ordinary Shares |
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For further information, please contact:
| Baron Oil Plc | +44 (0) 20 7117 2849 | ||
| Andy Yeo, Chief Executive |
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| Allenby Capital Limited | +44 (0) 20 3328 5656 | ||
| Nominated Adviser and Broker |
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| Alex Brearley, Nick Harriss, Nick Athanas (Corporate Finance) Kelly Gardiner (Sales and Corporate Broking)
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| IFC Advisory Limited | +44 (0) 20 3934 6630 | ||
| Financial PR and IR |
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| Tim Metcalfe, Florence Chandler |
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Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| (a) | Full name of person Dealing | i. Andrew Yeo ii. Hugh Jonathan Ford iii. Geoffrey Barnes | ||||
| 2. | Reason for notification | |||||
| (b) | Position/status | i. Director - Chief Executive Officer ii. Director - Technical Director iii. Financial Controller and Company Secretary | ||||
| (c) | Initial notification/ Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| (d) | Name of entity | Baron Oil Plc | ||||
| (e) | LEI | 213800MBSOS9UZ5SW712 | ||||
| 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 0.025 pence each in the Company | ||||
| (b) | Identification code | GB00B01QGH57 | ||||
| (c) | Nature of the transaction | Grants of options | ||||
| (d) | Price(s) and volume(s) |
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| (e) | Aggregated information: - Aggregated volume - Price | N/A - transactions are as in 4(d) above.
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| (f) | Date of transaction | 20 December 2021 | ||||
| (g) | Place of transaction | Outside a trading venue | ||||
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