REG - Tower Resources PLC - Grant of Restricted Shares under LTIP

Tower ResourcesAnnouncement

09/04/2025 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:20250409:nRSI2136Ea&default-theme=true

RNS Number : 2136E  Tower Resources PLC  09 April 2025

 

9 April 2025

 

Tower Resources plc

("Tower" or the "Company")

Grant of Restricted Shares under Long Term Incentive Plan

 

Tower Resources plc (AIM: TRP), the AIM listed oil and gas company focused on
Africa, announces that it has made an annual award of Restricted Shares to
directors, employees and consultants under its Long Term Incentive Plan
("LTIP").

 

The award of Restricted Shares (the "Restricted Shares"), comprising
1,540,000,000 new ordinary shares ("Ordinary Shares") in the capital of the
Company, was made on 8 April 2025 and the Restricted Shares will vest only at
the end of three years, on 8 April 2028. The award of equity incentives under
the LTIP (the "LTIP Award") is an annual event, which normally takes place in
the first quarter of each year, and has generally been made in the form of
share options vesting over three years in annual tranches in the past few
years; however, this year the Company has decided to issue Restricted Shares
which only vest at the end of three years.

 

Tower Resources Chairman & CEO, Jeremy Asher, commented:

 

"We have decided to issue Restricted Shares, vesting only after three years,
rather than share options, for the Long Term Inventive Plan this year, for
several reasons. First, we feel that giving employees shares rather than
options better aligns their interests with those of other shareholders.
Second, a given value of equity award requires the issue of fewer shares if
the award is delivered in shares rather than in options. Third, and perhaps
most importantly, as the number of senior employees in the Company increases,
we feel that making an award of shares that has intrinsic value immediately,
but value which cannot be realised by the employee unless they remain with us
for the full vesting period, provides a stronger retention incentive than the
traditional option scheme which usually vests in annual tranches over several
years, and which also in practice often results in employees selling most of
the shares to fund the option exercise and taxation.

 

"We do not intend to alter our overall policy regarding long term incentive
awards: shares to be issued under such awards, whether in the form of
restricted shares or share options, shall continue to be limited to 10% of the
Enlarged Share Capital of the Company, being the sum of the currently issued
shares and all future shares that the Company may be currently obliged to
issue in future, including restricted shares, options or other conversion
rights. This is also the basis we will continue to use for presenting
individual directors' fully diluted shareholdings if all options and warrants
are exercised."

 

Details of the LTIP grant to directors, PDMRs and consultants are set out
below:

 Director/PDMR      Existing number of LTIP share options  Number of new LTIP Restricted Shares granted  Total number of LTIP options and Restricted Shares held following issue
 Jeremy Asher(‡)    1,220,000,000                          640,000,000                                   1,860,000,000
 Mark Enfield       -                                      240,000,000                                   240,000,000
 Honore Dairou      412,000,000                            200,000,000                                   612,000,000
 Consultants        132,500,000                            385,000,000                                   517,500,000
 Others             35,500,000                             75,000,000                                    110,500,000
 TOTAL              1,800,000,000                          1,540,000,000                                 3,340,000,000

‡ Held by Pegasus Petroleum Ltd, which is owned and controlled by Jeremy
Asher

 

LTIP Awards outstanding

Following this current grant of LTIP awards, the total number of shares
(including Restricted Shares and shares subject to options) which the Company
may be obliged to issue under outstanding LTIP Awards is 3,340,000,000
equating to 9.7% of the Company's enlarged share capital assuming full
exercise of all warrants and share options.

 

Market Abuse Regulation (MAR) Disclosure

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

Contacts:

 

 Tower Resources plc                  +44 20 7157 9625

 Jeremy Asher

 Chairman & CEO

 Andrew Matharu

 VP - Corporate Affairs

 BlytheRay                            +44 20 7138 3204

 Financial PR

 Tim Blythe

 Megan Ray

 SP Angel Corporate Finance LLP       +44 20 3470 0470

Nominated Adviser and Joint Broker

 Stuart Gledhill

 Jen Clarke

 Axis Capital Markets Limited         +44 203 026 2689

Joint Broker

 Lewis Jones

 Novum Securities Ltd                 +44 20 7399 9400

Joint Broker

 Jon Bellis

 Colin Rowbury

 

 

About Tower Resources

Tower Resources plc is an AIM listed energy company building a balanced
portfolio of energy opportunities in Africa across the exploration and
production cycle in oil and gas and beyond. The Company's current focus is on
advancing its operations in Cameroon to deliver cash flow through short-cycle
development and rapid production with long term upside, and de-risking
attractive exploration licenses through acquiring 3D seismic data in the
emerging oil and gas provinces of Namibia and South Africa, where world-class
discoveries have recently been made.

Tower's strategy is centred around stable jurisdictions that the Company knows
well and that offer excellent fiscal terms. Through its Directors and staff,
Tower has access to decades of expertise and experience in Cameroon and
Namibia, and its joint venture with New Age builds on years of experience in
South Africa.

 

 

 

 

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)            Name:                                                         1)    Jeremy Asher

                                                                             2)    Honore Dairou

                                                                             3)    Mark Enfield
 2.            Reason for the notification
 a)            Position/status:                                              1)    Chairman and Chief Executive Officer

                                                                             2)    Director Tower Resources Cameroon S.A

                                                                             3)    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:                                                         Tower Resources PLC
 b)            LEI:                                                          2138002J9VH6PN7P2B09
 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 pence each

               Identification code:                                          GB00BZ6D6J81

 b)            Nature of the transaction:                                    Grant of Share Options
 c)            Price(s) and volume(s):

Price(s)               Volume(s)
                                                                             1)    0.026 pence      640,000,000

                                                                                                    200,000,000

                                                                             2)    0.026 pence      240,000,000

                                                                             3)    0.026 pence

 
 d)            Aggregated information:                                       Single transaction as in 4 c) above

Price(s)               Volume(s)
               Aggregated volume:                                            1)    0.026 pence      640,000,000

               Price:
                                                                                                    200,000,000

                                                                             2)    0.026 pence      240,000,000

                                                                             3)    0.026 pence

 e)            Date of the transaction:                                      8 April 2025
 f)            Place of the transaction:                                     Outside a trading venue

 

d)

Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

 Price(s)               Volume(s)
 1)    0.026 pence      640,000,000

                        200,000,000

 2)    0.026 pence      240,000,000

 3)    0.026 pence

e)

Date of the transaction:

8 April 2025

f)

Place of the transaction:

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  DSHMZGGDMRRGKZZ