REG - Global Petroleum Ltd - Directors’ Remuneration / PDMR Dealing
02/02/2024 09:45
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RNS Number : 8677B Global Petroleum Ltd 02 February 2024
2 February 2024
Global Petroleum Limited
("Global" or "the Company")
Directors' Remuneration / PDMR Dealing
Global Petroleum (AIM: GBP) advises that following the conclusion of the Board
transition on 27 November 2023 and a subsequent detailed cost review of the
Company's operations, the Board has resolved on Jan 28(th) 2024 to set
remuneration for Directors as follows, with a view to aligning the Director's
interests more with those of the Company's shareholders.
Daniel Page, Executive Chairman, and Cecilia Yu, Executive Director, will
receive cash component remuneration of £32,000 and £30,000 per annum
respectively. In addition, they will receive a consulting contract of £250
per hour (after discounted by 50%) to a maximum annual cap of £100,000 per
annum, starting 1 January 2024.
Daniel Page and Cecilia Yu will also be issued with 100,000,000 fully paid
ordinary shares ("Shares") in the Company at an issue price equal to the last
placing price of 0.06 pence for a total consideration of £60,000 each. The
Shares will be voluntarily escrowed for 90 days. The share issue will preserve
the cash position of the Company and is in recognition of the below market
rate remuneration for the Executive Directors.
Australian resident directors Andrew Draffin, Independent Non-Executive
Director, and Azib Khan, Non-Executive Director, will receive a cash component
remuneration of AUD36,000 per annum, plus 9.5% superannuation for their role
as Non-Executive Directors, starting 1 January 2024.
Mr Draffin will also be issued with 33,333,333 Shares in the Company at an
issue price equal to the last placing price of 0.06 pence, for a total
consideration of £20,000 (after discounted by 45%) with an escrow period of
90 days. The Shares were issued as full and final settlement of unpaid
compensation relating to services provided to the Company outside his role of
Non-Executive Director to 31 December 2023.
Mr Draffin will continue to invoice the Company separately for company
secretarial and accounting services in line with past levels and on an arm's
length basis.
The Board has also resolved to issue options over ordinary shares in the
Company ("Options") to both the Executive and Non-Executive Directors as
outlined in the table below.
The issued Options have the following performance and time-based vesting
conditions proportional to the number of options issued to each Director as
outlined below.
1. 20% of Options issued vest if the market capitalisation of the Company
grows by 50% within 1 year from date of issue;
2. 20% of Options issued vest if the market capitalisation of the Company
grows by 100% within 1 year from date of issue;
3. 20% of Options issued vest if the market capitalisation of the Company
grows by 150% within 1 year from date of issue;
4. 20% of Options issued vest if the market capitalisation of the Company
grows by 200% within 1 year from date of issue; and
5. Remaining 20% of Options issued vest in equal instalments over 5 years
from date of issue.
All Options have an expiry of 10 years from date of issue with an exercise
price of equal to a 50% premium to the 7-day VWAP to 31 December 2023, being
0.0645p.
Performance vesting condition is based on the average of 3 consecutive trading
days at close.
A summary of the Shares and Options issued is as follows.
Director No. of Options issued No. of Shares issued Total interest in ordinary shares held following issue of Shares Total % of ordinary shares held following issue of Shares
Daniel Page 250,000,000 100,000,000 114,320,988 5.88%
Cecilia Yu 250,000,000 100,000,000 100,000,000 5.14%
Andrew Draffin 50,000,000 33,333,333 34,000,000 1.75%
Azib Khan 50,000,000 - Nil Nil
The remuneration as outlined above will be subject to semi-annual reviews in
consideration of the Company's performance.
Application will be made to AIM for the admission to trading of 233,333,333
new ordinary shares which is expected to occur at or around 8.00 am on 2
February 2024 ("Admission"). The Shares will rank pari passu with the existing
Ordinary Shares of the Company.
Following Admission, the total issued share capital of the Company will be
1,945,113,243 Ordinary Shares. Accordingly, the figure of 1,945,113,243 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 Company under the FCA's Disclosure Guidance and
Transparency Rules.
Daniel Page, Executive Chairman, of Global Petroleum commented:
"The remuneration package that we have outlined above is specifically designed
to conserve the Company's cash as well as ensure that we as Directors are
aligned with our shareholders as we look to deliver our strategy and unlock
the significant potential that we believe is inherent in Global Petroleum."
For further information, please visit http://www.globalpetroleum.com.au/
(http://www.globalpetroleum.com.au/) or contact:
Global Petroleum Limited +44 (0) 20 3 875 9255
Andrew Draffin, Company Secretary and non-Executive Director
Panmure Gordon (UK) Limited (Nominated Adviser & Joint Broker) +44 (0) 20 7886 2500
James Sinclair-Ford / Freddie Twist
Corporate Broking: Hugh Rich
CMC Markets (Joint Broker) +44 (0) 20 7170 8200
Tom Curran / Thomas Smith
SI Capital Limited +44 (0) 148 341 3500
Nick Emerson / Nick Briers
Tavistock (Financial PR & IR) +44 (0) 20 7920 3150
Simon Hudson / Nick Elwes
APPENDIX
DEALING NOTIFICATION FORM
FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR CLOSELY
ASSOCIATED PERSONS
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Andrew Draffin
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Global Petroleum Limited
b) LEI: 261700ZCFL0J30FEAY97
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 33,333,333
Options over Ordinary Shares - 50,000,000
Identification code: AU000000GBP6
b) Nature of the transaction:
Issue of options and fully paid ordinary shares
c) Price(s) and volume(s):
33,333,333 - Ordinary Shares issued for 0.06 pence
50,0000,000 - Options exercisable at 0.09675 pence
d) Aggregated information:
N/A - Single transaction
e) Date of the transaction(s): 2 February 2024
f) Place of the transaction: Outside of trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Daniel Page
2. Reason for the notification
a) Position/status: Executive Director & Chairman
b) Initial notification/Amendment: Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Global Petroleum Limited
b) LEI: 261700ZCFL0J30FEAY97
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 100,000,000
Options over Ordinary Shares - 250,000,000
Identification code: AU000000GBP6
b) Nature of the transaction:
Issue of options and fully paid ordinary shares
c) Price(s) and volume(s):
100,000,000 - Ordinary Shares issued for 0.06 pence
250,0000,000 - Options exercisable at 0.09675 pence
d) Aggregated information:
N/A - Single transaction
e) Date of the transaction(s): 2 February 2024
f) Place of the transaction: Outside of a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Cecilia Yu
2. Reason for the notification
a) Position/status: Executive Director
b) Initial notification/Amendment: Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Global Petroleum Limited
b) LEI: 261700ZCFL0J30FEAY97
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) Ordinary shares of 100,000,000
Options over Ordinary shares - 250,000,000
Identification code: AU000000GBP6
b) Nature of the transaction:
Issue of options
c) Price(s) and volume(s):
100,000,000 - Ordinary Shares issued for 0.06 pence
250,0000,000 - Options exercisable at 0.09675 pence
d) Aggregated information:
N/A - Single transaction
e) Date of the transaction(s): 2 February 2024
f) Place of the transaction: Outside of a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Azib Khan
2. Reason for the notification
a) Position/status: Non- Executive Director
b) Initial notification/Amendment: Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Global Petroleum Limited
b) LEI: 261700ZCFL0J30FEAY97
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:
Options over Ordinary Shares - 50,000,000
b) Nature of the transaction:
Issue of options
c) Price(s) and volume(s):
50,0000,000 - Options exercisable at 0.09675 pence
d) Aggregated information:
N/A - Single transaction
e) Date of the transaction(s): 2 February 2024
f) Place of the transaction: Outside of a trading venue
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