REG - Europa Oil & Gas - Award & Concurrent Cancellation of Options

Europa Oil & Gas (Holdings)Announcement

19/01/2024 07:00

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RNS Number : 2172A  Europa Oil & Gas (Holdings) PLC  19 January 2024

 

Europa Oil & Gas (Holdings) plc / Index: AIM / Epic: EOG / Sector: Oil
& Gas

 

19 January 2024

 

Europa Oil & Gas (Holdings) plc

("Europa" or the "Company")

 

Award & Concurrent Cancellation of Options

 

Europa Oil & Gas (Holdings) plc, the AIM quoted UK, Ireland and West
Africa focused oil and gas exploration, development, and production company,
is pleased to announce an updated enterprise management incentive (EMI) scheme
for directors and employees and the concurrent cancellation of certain
historical options.

 

The Board recognises the importance of share options to appropriately
incentivise and retain talent, as well as to ensure their interests are
aligned with that of the Company and its shareholders. Following a third-party
independent review of the Company's remuneration packages by external
consultants, the Remuneration Committee of the Board agreed in full with the
review's observations that the existing long-term incentive package for
employees and directors was no longer appropriate and the board adopted in
full its recommendations that it should be replaced to re-align the option
scheme with the current strategic focus of the Company.

 

Accordingly, the Company has cancelled, with mutual agreement and immediate
effect, 10,241,000 of existing EMI options over ordinary shares of 1p each in
the capital of the Company ("Ordinary Shares") (the "Historical EMI Options")
and will cancel the 2,950,000 options held by Brian O'Cathain, following which
he will no longer hold any options in the Company.

 

On 17 January 2024 (the "Grant Date"), under the Company's new EMI scheme,
Europa granted a total of 50,000,000 options over Ordinary Shares (the "New
EMI Options"), a portion of which are to replace the Historical EMI Options,
as detailed in the table below.

 

                  Number of New EMI Options Granted  Exercise Price of New EMI Options Granted  Number of options held  Number of options being cancelled  Resultant number of options held
 Brian O'Cathain  0                                  n/a                                        2,950,000               2,950,000                          0
 William Holland  20,000,000                         1.075                                      7,721,000               7,721,000                          20,000,000
 Alastair Stuart  15,000,000                         1.075                                      0                       0                                  15,000,000
 Other Employees  15,000,000                         1.075                                      11,800,000              2,520,000                          24,280,000
 Total            50,000,000                         N/A                                        22,471,000              13,191,000                         59,280,000

 

The New EMI Options granted shall vest on the third anniversary of the Grant
Date (the "Vesting Date"), expire ten years from the Grant Date, and are
subject to a performance condition requiring the volume weighted average share
price over the last 20 trading days prior to the Vesting Date to be greater
than or equal to 1.25 times the volume weighted average share price over the
last 20 trading days prior to the Grant Date.

 

Following the abovementioned option awards and cancellations, as of 19 January
2024, the Company has a total of 77,609,628 options and warrants outstanding
over Ordinary Shares. Of these outstanding options and warrants, 17,064,154
are due to expire, or otherwise be cancelled, before the end of Q1 2024.
Consequently, by end Q1 2024 the Company expects to have 60,545,474 options
and warrants outstanding, representing 5.93% of the fully diluted share
capital.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

 

For further information, please visit www.europaoil.com
(http://www.europaoil.com/)  or contact:

 William Holland / Louise Armstrong                Europa Oil & Gas (Holdings) plc                            mail@europaoil.com
 James Dance / James Spinney / Rob Patrick         Strand Hanson Limited - Nominated & Financial Adviser      +44 (0) 20 7409 3494
 Peter Krens                                       Tennyson Securities                                        +44 (0) 20 7186 9033
 Patrick d'Ancona / Finlay Thomson / Kendall Hill  Vigo Consulting                                            + 44 (0) 20 7390 0230

 

Notes to Editors

Europa Oil & Gas (Holdings) plc has a diversified portfolio of multi-stage
hydrocarbon assets which includes production, development and exploration
interests, in countries that are politically stable, have transparent
licensing processes, and offer attractive terms. Average net production for
the financial year ending 31 July 2023 was 265 bopd. On 21 December 2023 the
Company acquired 42.9% interest in Antler Global, which holds an 80% interest
in the EG08 PSC offshore Equatorial Guinea. EG08 contains an estimated gross
mean un-risked 1.4 trillion cubic feet ("TCF") gas prospective resources that
can be tested with a single well with a 92% chance of success. EG08 is
adjacent to the Chevron licence that contains the Alen gas field which is
connected via pipeline to the Bioko Island LNG plant. Europa took over
operatorship of PEDL343 ("Cloughton") on 27 July 2023 in which Europa holds a
40% interest and contains an estimated 192 billion cubic feet "BCF") of gas in
place. Europa holds a 25% interest in P.2358, Block 13/23c ("Serenity") in the
Outer Moray Firth area of the North Sea, which the 2019 Serenity oil
discovery. The Company holds one exploration licence offshore Ireland, which
has two principal prospects, the largest of which has the potential to host
gross mean un-risked prospective resources of 1.5 TCF gas. Inishkea West is a
near field gas prospect in the Slyne Basin which the Company classifies as
lower risk due to its close proximity to the producing Corrib gas field and
associated gas processing infrastructure.

 

 

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

 a)   Name                                                         i)             William Holland

                                                                   ii)            Alastair Stuart
 2    Reason for the notification
 a)   Position/status                                              i)             Chief Executive Officer

                                                                   ii)            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                                                         EUROPA OIL & GAS (HOLDINGS) PLC

 b)   LEI                                                          213800JWTCW7TN3WRC06

 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 1p each

      Identification code

                                                                   GB00B03CJS30
 b)   Nature of the transaction                                    Grant of Options under EMI scheme

 c)   Price(s) and volume(s)                                       Name             Price(s)                Volume(s)

                                                            William Holland  1.075 (exercise price)  20,000,000
                                                                   Alastair Stuart  1.075 (exercise price)  15,000,000

 
 d)   Aggregated information

      -  Aggregated volume                                         -      35,000,000

      -  Price                                                     -      N/A

 e)   Date of the transaction                                      17/01/2024

 f)   Place of the transaction                                     Outside a trading venue

 

d)

 

Aggregated information

 

-  Aggregated volume

 

-  Price

 

 

 

-      35,000,000

 

-      N/A

 

e)

 

Date of the transaction

 

17/01/2024

f)

 

Place of the transaction

 

Outside a trading venue

 

 

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