REG - Somero Enterprises - Restricted Stock Units& Director/PDMR Shareholding

Somero EnterprisesAnnouncement

19/03/2024 15:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240319:nRSS4723Ha&default-theme=true

RNS Number : 4723H  Somero Enterprises Inc.  19 March 2024

Somero Enterprises Inc.

 

("Somero" or the "Company")

 

Restricted Stock Units and

Director/PDMR Shareholding

 

Senior Management Equity Bonus Program and Restricted Stock Unit Settlement

On 15 March 2024, the Board of the Company approved the issuance of 5,310 new
shares of common stock to senior managers, under Somero's 2023 Equity Bonus
Plan (the "Plan"). Under the Plan, eligible senior managers were able to
choose to receive up to 100% of their 2023 annual performance bonus in shares
of common stock in the Company. The shares issued to participating senior
managers are fully-vested with no performance conditions.  The number of
shares issued under this award was based on the closing price on 15 March 2024
of 308 pence.

In addition, Somero announces it approved the settlement of 12,400 Restricted
Stock Units ("RSU") in exchange for an equivalent number of common stock
shares of the Company at a price of 330 pence, reflecting the closing price on
the day of settlement on 12 March 2024, as permitted under the 2020 Equity
Incentive Plan approved by the Board of Directors on 3 December 2019.

Unless determined otherwise by the Equity Incentive Plan administrator, each
RSU will be equal to one share of common stock in the Company and will entitle
the Grantee to either shares of common stock or an amount of cash determined
with reference to the value of shares of common stock at the discretion of the
Company.

Applications will be made to the London Stock Exchange for admission to
trading on AIM of 12,400 new shares of common stock in the Company to satisfy
this common stock award ("Admission"). Admission is expected to occur on or
about 25 March 2024. The new shares of common stock will rank pari passu with
the existing common stock in the Company.

 

Restricted Stock Unit Awards

Also on 15 March 2024, the Board of the Company approved issuance of
Restricted Stock Units (RSUs) to the following executive Directors under the
terms of Somero's 2020 Equity Incentive Plan at a price of 308 pence per RSU
based on the closing price on 15 March 2024.

Name                                                           Number
of RSUs awarded

Jack Cooney
 
61,901 shares

Howard
Hohmann
41,709 shares

Vincenzo
LiCausi
34,035 shares

 

RSUs awarded to Mr. Cooney, Mr. Hohmann, and Mr. LiCausi, all executive
Directors, were granted as part of an annual incentive compensation program.
The shares awarded are the maximum available under the grants, will vest over
a three-year period commencing on the date of the grant, and require continued
service for the period.

In addition to the RSUs awarded to Directors, the Board of the Company
approved RSUs to be awarded to a group of non-Director employees under the
terms of Somero's 2020 Equity Incentive Plan at a price of  308 pence per RSU
based on the closing price on 15 March 2024. The awards to non-Director
employees are a key element of the Company's employee retention program as
well as a reward to employees for significant contributions to the Company's
performance.  The total number of RSUs awarded to non-Director employees was
127,418 which are subject to the same vesting and service requirements as the
Director awards and each participating non-Director will, following the end of
the performance period, be notified as to the extent to which the service
conditions have been met and their award has vested.

Unless determined otherwise by the Equity Incentive Plan administrator, each
RSU will be equal to one share of common stock in the Company and will entitle
each Director to either shares of common stock or an amount of cash determined
with reference to the value of shares of common stock at the point of vesting
at the discretion of the Company.

Following the above transactions, total outstanding RSUs will equal 642,451
units and the Company's total issued share capital will be 55,491,601 shares
with 5,500 shares held in Treasury.  Therefore the total number of shares
with voting rights will be 55,486,101.

 

 1.          Details of the person discharging managerial responsibilities / person closely
             associated
 a)          Name                                                         Jack Cooney
 2.          Reason for the Notification
 a)          Position/status                                              CEO
 b)          Initial notification/Amendment                               Initial notification

 3.          Details of the issuer, emission allowance market participant, auction
             platform, auctioneer or auction monitor
 a)          Name                                                         Somero Enterprises Inc.
 b)          LEI                                                          549300OQ2P18NRWBIW58
 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 $0.001 each ("Ordinary Shares")
             Identification code                                          USU834501038
 b)          Nature of the transaction                                    Employee Restricted Stock Unit Award
 c)          Price(s) and volume(s)                                       Price: n/a

                                                                          Volume: 61,901
 d)          Aggregated information:                                      n/a

·       Aggregated volume

             ·       Price
 e)          Date of the transaction                                      15 March 2024
 f)          Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

 

 5.          Details of the person discharging managerial responsibilities / person closely
             associated
 a)          Name                                                         Vincenzo LiCausi
 6.          Reason for the Notification
 a)          Position/status                                              CFO
 b)          Initial notification/Amendment                               Initial notification

 7.          Details of the issuer, emission allowance market participant, auction
             platform, auctioneer or auction monitor
 a)          Name                                                         Somero Enterprises Inc.
 b)          LEI                                                          549300OQ2P18NRWBIW58
 8.          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 $0.001 each ("Ordinary Shares")
             Identification code                                          USU834501038
 b)          Nature of the transaction                                    Employee Restricted Stock Unit Award
 c)          Price(s) and volume(s)                                       Price: n/a

                                                                          Volume: 34,035
 d)          Aggregated information:                                      n/a

·       Aggregated volume

             ·       Price
 e)          Date of the transaction                                      15 March 2024
 f)          Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

 

 9.          Details of the person discharging managerial responsibilities / person closely
             associated
 a)          Name                                                         Howard Hohmann
 10.         Reason for the Notification
 a)          Position/status                                              EVP Sales
 b)          Initial notification/Amendment                               Initial notification

 11.         Details of the issuer, emission allowance market participant, auction
             platform, auctioneer or auction monitor
 a)          Name                                                         Somero Enterprises Inc.
 b)          LEI                                                          549300OQ2P18NRWBIW58
 12.         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 $0.001 each ("Ordinary Shares")
             Identification code                                          USU834501038
 b)          Nature of the transaction                                    Employee Restricted Stock Unit Award
 c)          Price(s) and volume(s)                                       Price: n/a

                                                                          Volume: 41,709
 d)          Aggregated information:                                      n/a

·       Aggregated volume

             ·       Price
 e)          Date of the transaction                                      15 March 2024
 f)          Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

 

The information communicated in this announcement contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU) No.
596/2014.

 

For further information, please contact:

 

Somero Enterprises,
Inc.
      www.somero.com (http://www.somero.com)

Jack Cooney, President &
CEO
         +1 239 210 6500

Enzo LiCausi, CFO

Howard Hohmann, EVP Sales

 

 Cavendish Capital Markets Ltd (NOMAD and Broker)               +44 (0)20 7220 0500
 Matt Goode/Seamus Fricker/Fergus Sullivan (Corporate Finance)
 Tim Redfern/Harriet Ward (ECM)

 Alma (Financial Communications Advisor)                        somero@almastrategic.com (mailto:somero@almastrategic.com)
 David Ison                                                     +44 (0)20 3405 0205
 Rebecca Sanders-Hewett

 Will Merison

 

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  DSHGPUCUWUPCGAB