Directorate Changes and Directors' Interests

 5 February 2014

 

Sound Oil plc

("Sound Oil" or the "Company")

 

Directorate Changes and Directors' Interests

 

Sound Oil, the European / Mediterranean focused upstream oil and gas company, is pleased to announce the appointment of Simon Davies and Gerry Orbell as Non Executive Directors of the Company, with immediate effect.

 

Directorate Changes

 

Simon Davies retired as Executive Chairman of Threadneedle Asset Management in 2012 having joined Threadneedle as Chief Investment Officer in 1995; over this period Threadneedle's assets under management increased from £22 billion to approximately £70 billion.  Simon is currently Chairman of JP Morgan Overseas Investment Trust, a Non Executive Director of Grainger and a Director of a number of subsidiaries of Old Mutual Wealth Management.  Simon was previously a Non Executive Director of Sound Oil.

 

Gerry Orbell is currently Chairman of AIM quoted Antrim Energy Inc. and serves as a director on a number of private company boards. He retired as Executive Chairman of Sound Oil in 2012.  He is a petroleum geologist with over 40 years of international experience including Board positions at Premier Oil and Fina.

 

Directors' Interests

 

Following the conclusion of the financial year ending 31 December 2013, the Company's remuneration committee resolved to award James Parsons, the Company's Chief Executive Officer, a performance based bonus including the award of 617,284 new ordinary shares in the Company.  Mr Parsons intends to sell 300,000 shares to cover the taxation liability associated with the bonus award and therefore has on 4 February 2014, the date of issue, sold 150,000 shares at a price of 4.6 pence per share. An additional 617,284 new ordinary shares in the Company were also awarded to other members of the management team (together with the bonus award shares issued to James Parsons, the "Bonus Award Shares").

 

Application will be made to the London Stock Exchange for the Bonus Award Shares, which rank pari passu with the Company's issued Ordinary Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 10 February 2014. Following the issue of the Bonus Award Shares, the Company will have 327,202,251 Ordinary Shares in issue.

There are no shares held in treasury. The total number of voting rights in the Company is therefore 327,202,251 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the Disclosure and Transparency Rules.

In addition, Mr. Parsons has also been awarded 4,000,000 options to subscribe for new ordinary shares in the Company. These options vest in three equal tranches, the first on 1 January 2015 at a price of 6.5 pence per share, the second on 1 January 2016 at a 10% premium to the volume weighted average price ("VWAP") in December 2014 and the third on 1 January 2017 at a 10% premium to the VWAP in December 2015. Each tranche of the options are exercisable at any time until the third anniversary of their vesting.

 

Following the conclusion of the Open Offer, the Board's interests in the Enlarged Issued Share Capital as of the date of this announcement are now as shown below: 

  

Name	Number of Ordinary Shares prior to the Open Offer	Number of Open Offer Shares acquired at the Issue Price of 4.2p per share	Number of Ordinary Shares as at the date of this announcement	% of Enlarged Share Capital
Simon Davies	7,000,000	933,333	8,133,333	2.50%
Gerry Orbell	1,151,000	153,466	1,304,466	0.40%
James Parsons	263,366	58,107	788,757	0.24%
Andrew Hockey	42,500	33,970	76,470	0.02%
Tony Heath	212,758	28,367	241,125	0.07%

 

Certain capitalised terms in this announcement are as defined in the circular of the Company dated 16 January 2014.

 

For further information please contact:

 

Sound Oil James Parsons, Chief Executive Officer Stuart Joyner, Chief Financial Officer	[email protected] [email protected]
Smith & Williamson - Nominated Adviser Azhic Basirov David Jones	Tel: +44 (0)20 7131 4000
Peel Hunt - Broker Richard Crichton Charles Batten	Tel: +44 (0)20 7418 8900

Additional Information

 

In addition to their appointment as Directors of the Company, Messrs Davies and Orbell hold, or have held within the last five years, the following directorships and partnerships:

 

 

Name	Current Directorships/Partnerships	Past Directorships/ Partnerships within the last five years
Simon Howard Davies, aged 54	JP Morgan Overseas Investment Trust PLC	Threadneedle Property Investments Limited
	Grainger PLC	Threadneedle Asset Management Holdings Limited
	Old Mutual Wealth Management Limited	Sound Oil plc
	Square Mile Investment Consulting and Research Limited	Cofunds Holdings Limited
	Grainger Home Reversions Limited Partnership	Thames Water Pension Trustees (MIS) Limited
	Homesafe Equity Release Limited Partnership	Thames Water Pension Trustees Limited
	Home & Capital Trust Limited	Intrinsic Financial Services Limited
	Skandia MultiFUNDS Assurance Limited	Intrinsic Cirilium Investment Company Limited
	The Welfare Dwellings Trust Limited
	Bridgewater Equity Release Limited
	Grainger Equity Release Management Limited
	Skandia MultiFunds Limited
	Hamsard 2517 (New Business) Limited
	Old Mutual Fund Managers Limited
	Skandia Life Assurance Company Limited
	Old Mutual Global Investors (UK) Limited
Gerald Orbell, aged 66	Antrim Energy Inc.	Sound Oil plc
	Antrim Resources (N.I.) Limited	Moorland Energy Limited
	Valpak Holdings Ltd	Consul Oil & Gas Limited
	MEO Ltd	Valpak 1997 Limited
	ODY Energy Limited	Supraval Limited
		Valpak Limited
		Winham Services Ltd