February 28, 2018
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon publication of this announcement via a regulatory information service ("RIS"), the inside information contained in this document is now considered to be in the public domain.
ZENITH ENERGY LTD.
("Zenith" or the "Company")
2018 CEO Salary Sacrifice Proposal & Notice of AGM
Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE: ZEN; TSX.V: ZEE), the international oil & gas production company operating the largest onshore oilfield in Azerbaijan, is pleased to announce that its Chief Executive Officer & President, Mr. Andrea Cattaneo, has submitted a proposal before the Company's Board of Directors to receive his remuneration in equity for the twelve months starting April 1, 2018 ("2018 Salary Proposal").
As part of the 2018 Salary Proposal, Mr. Cattaneo would exchange his full salary for the twelve months beginning on April 1, 2018 for common shares ("Common Shares") of the Company (the "2018 Salary Sacrifice Shares"). The Company's Board of Directors has agreed to the 2018 Salary Proposal subject to the filing of an application with the TSX Venture Exchange ("TSXV") and the receipt of approval from the TSXV of the 2018 Salary Proposal, including confirmation as to how such 2018 Salary Sacrifice Shares will be priced.
Additionally, the Company will be submitting, among other things, the 2018 Salary Proposal to its shareholders for approval at the upcoming annual general and special meeting of the Company, scheduled for March 29, 2018 in Calgary, Alberta. It is anticipated that this resolution will propose that the 2018 Salary Sacrifice Shares are issued on a quarterly basis at a price that is the higher of: (i) the average price at which the Common Shares traded during the quarterly period, based on the mid-market closing price on the London Stock Exchange on each trading day, and (ii) the discounted market price on the TSXV at the time the particular tranche of 2018 Salary Sacrifice Shares are issued. In the event that shareholders do not approve the 2018 Salary Proposal, Mr. Cattaneo will be entitled to his contractual base salary, being approximately £210,000, to be paid in cash.
Director/ PDMR Shareholding
Mr. Cattaneo has advised the Company that he has purchased a total of 100,000 Common Shares of no par value in the capital of the Company at an average price of £0.0715 per Common Share. Mr. Cattaneo purchased a total of 50,000 Common Shares on February 27, 2018. Today, Mr. Cattaneo purchased a total of 50,000 Common Shares.
Following the aforementioned purchases, Mr. Cattaneo is directly beneficially interested in a total of 4,495,116 Common Shares in the capital of the Company, representing 2.83 per cent of the total issued and outstanding common share capital of the Company. As announced on December 15, 2017, Mr. Cattaneo is indirectly interested in a total of 1,250,000 Common Shares, today representing 0.79 per cent of the Company's issued share capital.
Total Voting Rights
The Company announces, in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the following information as of February 28, 2018:
Class of share |
Total number of shares |
Number of voting rights per share |
Total number of voting rights per class of share |
Common Shares in issue and admitted to trading on the Main Market of the London Stock Exchange |
153,200,119 |
1 |
153,200,119 |
Common shares in issue and admitted to trading on the TSXV |
158,798,698 |
1 |
158,798,698 |
No shares are held in treasury. The above figure for total number of Common Shares may be used by shareholders in the Company 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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Zenith Chief Executive Officer, Andrea Cattaneo, commented:
"My confidence in the value and potential of the Zenith story remains unchanged. My salary proposal to the Board of Directors for a second consecutive year is evidence of my steady conviction in the successful development of the Company and my alignment with shareholders. My remuneration in equity will be favourable to the Company's finances and enable our resources to be invested to the greatest extent possible in Zenith's growth. We have an exciting year ahead of us as we continue our work on our asset base and look to enrich it with acquisitions - I believe there will be many catalysts for investors in 2018."
For further information please contact:
Zenith Energy Ltd.
Andrea Cattaneo
Chief Executive Officer
E-mail: [email protected]
Tel: +1 (587) 315 9031
Vigo Communications - PR Adviser
Patrick d'Ancona
Chris McMahon
Kate Rogucheva
Tel: +44 (0) 20 7830 9700
Beaufort Securities Limited - (Joint Broker)
Jon Belliss
Telephone: +44 (0) 207 382 8300
Daniel Stewart & Company Plc - (Joint Broker)
Robert Emmet- Corporate Broking
Nikhil Varghese- Corporate Finance
Telephone: + 44 (0) 207 776 6550
Optiva Securities - (Joint Broker)
Christian Dennis
Telephone: + 44 (0) 203 137 1903
Allenby Capital Limited - (Financial Adviser)
Nick Harriss
Nick Athanas
Telephone: + 44 (0) 203 328 5656
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 |
Andrea Cattaneo |
2 |
Reason for the notification |
a) |
Position/status |
Chief Executive Officer |
b) |
Initial notification/Amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Zenith Energy Ltd. |
b) |
LEI |
213800AYTYOYD61S4569 |
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 |
Common Shares |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Purchase of Common Shares |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
£0.071 |
25000 |
|
|
£0.072 |
25000 |
|
|
£0.071 |
25000 |
|
|
£0.072 |
25000 |
d) |
Aggregated information |
|
|
Aggregated volume |
100000 |
|
Aggregated price |
£0.0715 |
e) |
Date of the transaction(s) |
|
|
|
February 27, 2018 |
|
|
February 28, 2018 |
f) |
Place of the transaction |
LondonStock Exchange |
