Corcel plc has awarded 555.6 share options to its directors under an adopted share option plan (SOP), as well as 28 million bonus shares to its executive directors.
PLANS
The company has also adopted a founder share plan (FSP), subject to shareholder approval.
Under the FSP, Corcel will grant nominal cost share options to chief executive officer Scott Gilbert and chief commercial and strategy officer Geraldine Geraldo, both executive directors.
The FSP is performance-tested over three years, and capped at less than 8% of the shares in issue at the date of grant of the share options.
Corcel said that the FSP and SOP provided a framework to support “recruitment, retention and incentivisation of highly qualified directors, senior management and staff”.
The company added it had taken independent advice from H2G Remuneration Advisory LLP for the awards, and consulted “certain major shareholders” over both plans.
Under the SOP, Corcel made a total of 494.7m share options, with an exercise price of 0.34p, to its executive directors, non-executive chairman, non-executive directors and other senior employees.
Of the total, Mr Gilbert and Ms Geraldo each received 133.2m share options, equal to 1.7% of Corcel’s current issued share capital.
The balance of 228.3m was issued to other senior staff.
Additionally, the company awarded 60.9m options, outside the SOP, with an exercise price of 0.34p and on similar terms.
Non-executive chairman Pradeep Kabra received 38.1m options (0.5%) and non-executive directors Andrew Fairclough and Yan Zhao each received 22.8m (0.3%).
Corcel said that all the executive directors’ and chairman’s existing shares would be surrendered and cancelled.
TVRs
The company has also issued 14m shares as bonuses to each of the executive directors, in recognition of “outstanding operational progress” over the past 12 months.
Following the issue of the SOP options and the bonus shares, and including cancellation of the previous options, the directors’ interests have changed.
Mr Gilbert holds 100,307,770 shares, equal to 1.31% of Corcel’s issued share capital, 133,200,000 options and 3m warrants.
Ms Geraldo has 139,498,529 shares (1.82%), 133,200,000 options and 42,975,000 warrants.
Mr Kabra has 32,934,115 shares (0.43%), 38,100,000 options and no warrants.
Mr Fairclough has 17,972,625 shares (0.23%), 22,800,000 options and no warrants.
Mr Zhao holds 46,220,353 shares (0.60%), 22,800,000 options and 3m warrants.
Following admission of the 28m bonus shares, the company’s issued share capital will comprise 7,658,333,138 ordinary shares, with one voting right per share.
Corcel added it was considering establishing a benefit trust for employees, to purchase shares in the market to support options granted under the FSP and SOP, which would also limit shareholder dilution.
The company’s majority investor is The Bank of New York Nominees Ltd with 19.95% of the shares, followed by Interactive Brokers LLC with 12.18%.
Corcel holds oil and gas interests onshore Angola and Brazil, rare earth elements in Australia, and copper-nickle in Papua New Guinea.