REG - Block Energy PLC - Capital Structure Simplification
14/11/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251114:nRSN5075Ha&default-theme=true
RNS Number : 5075H Block Energy PLC 14 November 2025
14 November 2025
Block Energy plc
("Block" or the "Company")
Capital Structure Simplification, Issue of Equity and PDMR Dealings
Block Energy plc, the development and production company focused on Georgia,
announces a simplification of its capital structure ("Simplification
Exercise").
Capital structure simplification
The Company has reviewed its capital structure and considers the volume of
unexercised share options - which, including both salary-sacrifice nil-cost
options and incentive plan options, comprise around 11.3% of fully diluted
share capital - to be a material overhang, highlighting the need for
simplification.
At present there are a total of 135,544,805 unexercised options which remain
outstanding under the Company's Management Incentive Plan ("MIP") scheme which
was established in 2018. All Company share options have been issued under the
auspices of the MIP, which includes 85,086,489 "nil cost" options issued
between April 2020 and April 2023 under the salary sacrifice scheme and
50,458,316 options ("LTIP Options") issued under the Company's Long Term
Incentive Plan ("LTIP"). Of the LTIP Options, 36,701,887 have an exercise
price of 1.325p and 13,756,428 have an exercise price of 4p. Exercise periods
for these options range between 3 and 9 years.
The Board has decided to simplify the existing capital structure through a
voluntary scheme whereby staff members holding options have been given the
choice to be issued with new ordinary shares of 0.25 pence ("Shares") in the
Company in exchange for cancelling all outstanding options held by them. This
is not a bonus, reward or remuneration scheme. The scheme does not provide new
entitlements but represents a mechanism for swapping previously granted rights
for new shares with equivalent value (or less) to all eligible
participants.
In determining the number of new Shares to be issued to each option holder,
the Company has taken into account the Black-Scholes calculation of the
current fair value of existing options held by each option holder. The Board
believes that the value of new Shares to be issued to each respective option
holder (at the current share price - being the closing mid-market price of
0.75 pence per share at close of business 13 November 2025) to be equal to or
less than the intrinsic value of the options held using the Black-Scholes
valuation model.
The resulting capital structure following the Simplification Exercise is
therefore as follows:
Item Before Simplification Exercise After Simplification Exercise Absolute Change Percentage Change
Issued Share Capital 986,935,343 1,009,778,667 22,843,324 2.3%
Options in Issue 135,544,805 9,434,291 -126,110,514 -93.0%
Warrants in Issue* 145,426,970 145,426,970 - 0.0%
Shares held by EBT (these will be utilised to satisfy issue of shares to (70,567,687) - 70,567,687 -100%
replace existing Options)
Fully Diluted Share Capital 1,197,339,431 1,164,639,928 -32,699,503 -0.8%
*this number excludes the warrants which will be issued to investors from the
Fundraise announced on 6 November 2025, subject to shareholders' approval at a
yet to be convened General Meeting ("General Meeting").
Cancellation of Options
A total of 135,544,805 options have been cancelled under the scheme, including
13,756,428 4p LTIP options and 36,701,887 1.325p LTIP options.
Issue of new Options
Former members of staff, who had been issued a total of 9,434,291 nil-cost
options as part of the salary sacrifice scheme, but who subsequently left the
Company will be issued new three-year nil-cost options with an exercise period
ending 14 November 2028. This issue accounts for the unintended consequence of
the option agreements issued to them at the time which contained provisions to
lapse salary sacrifice options 90 days after the cessation of their
employment. To address a legacy administrative provision in the agreements
affecting salary sacrifice options, the Company has issued new nil-cost
options to former employees on the same terms as would have applied had their
awards remained active. These options will be issued subject to shareholders'
approval at the General Meeting.
Issue of Equity
The Company's largest shareholder is the Block Energy plc Employee Benefit
Trust ("EBT"). The EBT currently holds 70,567,687 shares (7.15% of the
Company's issued share capital).
The Shares held by the EBT will be utilised as part of the Simplification
Exercise, and will be transferred to various members of staff who have elected
to participate in the Simplification Exercise. An additional 22,843,324 new
Shares will be issued by the Company to make up the balance, with 15,567,912
shares issued immediately and 7,275,412 shares issued subject to shareholders'
approval at the General Meeting.
A former employee has been awarded 1,868,825 shares as part of a medical
retirement severance package.
Director/PDMR Dealings
The Directors and PDMRs listed in the table below are participating in the
scheme on the same terms as all other eligible staff. These transactions -
whereby LTIP Options/Nil Cost Options are being cancelled in return for the
issue of Shares (either from the EBT or in the form of new Shares) form part
of the wider simplification and are not connected with performance or service.
Name Position Number of 4p Options Held Number of 1.325p Options Held Number of Nil-Cost Options Held Number of Options Cancelled Resulting Total Options Held Over Ordinary Shares Number of Ordinary Shares issued/ Resulting Total Ordinary Shares
assigned from EBT
Phillip Dimmock Non-Executive Chairman 0 0 928,612 928,612 0 928,612 4,911,286
Paul Haywood Chief Executive Officer 13,756,428 14,500,000 47,494,715 75,751,143 0 57,143,382 134,139,905
Guram Maisuradze Chief Operating Officer (PDMR) 0 5,000,000 7,112,045 12,112,045 0 7,009,636 7,009,636
Fergus Robson Commercial Manager (PDMR) 0 8,301,887 3,666,654 11,968,541 0 6,433,950 12,173,552
*the 4p Options had an exercise period of 1 March 2021 to 1 March 2031
* the 1.325p Options had an exercise period of 8 April 2022 to 8 April 2032
* the Nil-Cost Options had an exercise period of 9 June 2018 to 6 February
2035
Application will be made for the admission to trading on AIM ("Admission") for
17,436,737 new Shares, with the remaining 7,275,412 shares issued subject to
shareholders' approval at the General Meeting.
These comprise:
- 15,567,912 Shares issued to employees as part of the Simplification
Exercise; and
- 1,868,825 Shares to a former employee as part of a medical retirement
severance package.
The new Shares will rank pari passu in all respects with the existing Shares
of the Company. Admission is expected at 8.00 a.m. on or around 21 November
2025.
Total Voting Rights
Following Admission, the Company's issued share capital will comprise
1,004,372,080 ordinary shares with one voting right each. As the Company does
not hold any shares in Treasury, the total number of voting rights in the
Company is also 1,004,372,080 and this figure of ordinary shares 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 share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.
**ENDS**
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For further information please visit http://www.blockenergy.co.uk/ or contact:
Paul Haywood Block Energy plc Tel: +44 (0)20 3468 9891
(Chief Executive Officer)
Neil Baldwin Spark Advisory Partners Limited Tel: +44 (0)20 3368 3554
(Nominated Adviser)
Peter Krens Tennyson Securities Tel: +44 (0)20 7186 9030
(Corporate Broker)
Mark Antelme Celicourt Communications Tel: +44 (0)20 8434 2643
Philip Dennis
(Financial PR Adviser)
Notes to editors
Block Energy plc is an AIM-listed independent oil and gas company focused on
production and development in Georgia, applying innovative technology to
realise the full potential of previously discovered fields.
Block has a 100% working interest in Georgian onshore licence blocks IX and
XI(B). Licence block XI(B) has 2P reserves of 64 MMboe, comprising 2P oil
reserves of 36 MMbbls and 2P gas reserves of 28 MMboe (Source: CPR Bayphase
Limited: 1 July 2015). Additionally, following an internal technical study
designed to evaluate and quantify the undrained oil potential of the Middle
Eocene within the Patardzeuli field, the Company has estimated gross unrisked
2C contingent resources of 200 MMbbls of oil. Licence block XI(B) is
Georgia's most productive block, with historical production of over
180 MMbbls of oil from the Middle Eocene, peaking in the mid-1980s at
67,000 bopd.
The Company has a 100% working interest in licence block XI(F), which contains
the West Rustavi onshore oil and gas field. Multiple wells have tested oil and
gas from a range of geological horizons. The field has produced over 75 Mbbls
of light sweet crude and has 0.9 MMbbls of gross 2P oil reserves in the
Middle Eocene. It also has 38 MMbbls of gross unrisked 2C contingent
resources of oil and 608 Bcf of gross unrisked 2C contingent resources of gas
in the Middle, Upper and Lower Eocene formations (Source: CPR Gustavson
Associates: 1 January 2018).
Block also holds 100% and 90% working interests respectively in the onshore
oil-producing Norio and Satskhenisi fields.
The Company offers a clear entry point for investors to gain exposure to
Georgia's growing economy and the strong regional demand for oil and gas.
Glossary
· bbls: barrels. A barrel is 35 imperial gallons.
· Bcf: billion cubic feet.
· boe: barrels of oil equivalent.
· bopd: barrels of oil per day.
· Mbbls: thousand barrels.
· MMbbls: million barrels.
· MMboe: million barrels of oil equivalent.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCA")
with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Paul Haywood
2 Reason for notification
a) Position / status Chief Executive Officer
b) Initial notification Initial notification
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Block Energy plc
b) LEI 213800E2J8QA1J6KN415
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 Issue of ordinary shares
Identification code ISIN GB00BF3TBT48
b) Nature of the transaction Issue of Ordinary shares
c) Price(s) and volumes(s)
Price(s) Volumes(s)
0p 57,143,382
d) Aggregated information n/a
e) Date of the transaction 13 November 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
n/a
e)
Date of the transaction
13 November 2025
f)
Place of the transaction
Outside a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCA")
with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Fergus Robson
2 Reason for notification
a) Position / status Commercial Manager (PDMR)
b) Initial notification Initial notification
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Block Energy plc
b) LEI 213800E2J8QA1J6KN415
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 Issue of ordinary shares in Block Energy plc
Identification code ISIN GB00BF3TBT48
b) Nature of the transaction Issue of new ordinary shares
c) Price(s) and volumes(s)
Price(s) Volumes(s)
0p 6,433,950
d) Aggregated information n/a
e) Date of the transaction 13 November 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
n/a
e)
Date of the transaction
13 November 2025
f)
Place of the transaction
Outside a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCA")
with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Guram Maisuradze
2 Reason for notification
a) Position / status Chief Operating Officer (PDMR)
b) Initial notification Initial notification
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Block Energy plc
b) LEI 213800E2J8QA1J6KN415
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 Issue of new ordinary shares
Identification code
ISIN GB00BF3TBT48
b) Nature of the transactions Issue of new ordinary shares
c) Price(s) and volumes(s)
Price(s) Volumes(s)
0p 7,009,636
d) Aggregated information n/a
e) Date of the transactions 13 November 2025
f) Place of the transactions Outside a trading venue
d)
Aggregated information
n/a
e)
Date of the transactions
13 November 2025
f)
Place of the transactions
Outside a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCA")
with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Philip Dimmock
2 Reason for notification
a) Position / status Non-Executive Chairman
b) Initial notification Initial notification
/Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Block Energy plc
b) LEI 213800E2J8QA1J6KN415
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 Issue of new ordinary shares
Identification code ISIN GB00BF3TBT48
b) Nature of the transactions Issue of new ordinary shares
c) Price(s) and volumes(s)
Price(s) Volumes(s)
0p 928,612
d) Aggregated information n/a
e) Date of the transactions 13 November 2025
f) Place of the transactions Outside a trading venue
d)
Aggregated information
n/a
e)
Date of the transactions
13 November 2025
f)
Place of the transactions
Outside a trading venue
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCGPGCAGUPAGMW
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Block Energy
See all newsREG - Block Energy PLC - Results of General Meeting
AnnouncementREG - Block Energy PLC - Holding(s) in Company
AnnouncementREG - Block Energy PLC - Project III Farmout Update
AnnouncementREG - Block Energy PLC - Notice of GM
AnnouncementREG - AIM - AIM Notice - 21/11/2025
Announcement