Columbus Energy Resources PLC Update on Director remuneration and options (1634T)

TIDMCERP

RNS Number : 1634T

Columbus Energy Resources PLC

02 July 2018

2 July 2018

COLUMBUS ENERGY RESOURCES PLC

("Columbus" or the "Company")

Directors Share Options and Update on Remuneration Fee Arrangements

Columbus, the oil and gas producer and explorer focused on onshore Trinidad with the ambition to grow in South America, confirms the award of share options to the Company's directors and certain senior management, reflecting remuneration arrangements designed to continue to align the Executive Directors, Executive Management and the Senior Independent Non-Executive Director to the growth of the Company.

As previously announced, each of the Executive Directors and Executive Management members agreed to receive 50% of their fees for the first year of their employment in Company's shares ("First Year Remuneration"). The Company is now pleased to confirm as referred to in the recent Report and Accounts that this arrangement will continue, for the foreseeable future, into the second year of employment for each of those individuals with the number of shares to be issued being calculated at a price of 5.1 pence per share ("Second Year Remuneration").

Executive Salaries:

First Year Remuneration:

As referred to in the recently released Annual Report, the Executive Directors, being Leo Koot and Gordon Stein, and the Executive Management members, being Stewart Ahmed and Tony Hawkins, agreed to receive 50% of their fees for the first year of their employment in Company's shares (the "Remuneration Shares"). This was to align Director and management interests with shareholders and conserve cash resources. It was agreed that the Remuneration Shares would be issued following the first anniversary of their appointment and the number of shares to be issued would be calculated at a price of 2.2 pence per share being the price at the time of the last share placing in March 2017 and broadly equivalent to the price immediately prior to Mr Koot's appointment. The number of Remuneration Shares to be issued to Tony Hawkins' would be calculated at a price of 5.0 pence per share, which was the price immediately prior to his appointment in January 2018.

The Company and the relevant employees have agreed that the Remuneration Shares will take the form of share options, which provided the Company with more flexibility but does not change the number of shares to be issued in any way or provide any additional value to the Executive Directors or Executive Management members.

At the end of Mr Koot's first year of employment on 9 May 2018, he has an option over 6,818,182 shares. These share options may be exercised by Mr Koot, at zero cost to Mr Koot, for a period of up to 7 years and are subject to normal director restrictions on dealing in shares.

Gordon Stein and Stewart Ahmed completed their first year of employment on 15 and 16 June 2018 respectively and each has share options over 4,318,182 shares. These share options are subject to the same terms as Mr Koot for a period of up to 7 years.

Tony Hawkins will receive nil cost share options at the end of his first year of employment on 31 December 2018 in the same manner as Messrs Koot, Stein and Ahmed.

Second Year Remuneration:

At the end of Mr Koot's first year of employment, the Company agreed with him that he would continue to receive 50% of his fees in share options but the number of options to be issued would be calculated at a share price of 5.1 pence per share. It is Mr Koot's intention to continue with these remuneration conditions for the foreseeable future, in particular throughout 2018. In addition, the other Executive Director and Executive Management members, referred to above, have agreed to adopt the equivalent remuneration conditions as Leo Koot in their second year of employment, although all Executive Directors and Executive Management members have the right under their service agreements, in their second year of employment and beyond, to take a higher proportion of their fees in cash by giving the Company one month's prior notice. Any such decision is personal to the Executive.

At the intended issue price of 5.1p, these arrangements would result in the issue of 8,529,411 new shares in aggregate for all Directors, representing 1.3% of the Company's issued share capital.

In taking this action, the Executive Directors and Executive Management members wish to continue to align themselves with the Company's shareholders and also reduce the Company's cash burn, thereby enabling these funds to be invested in other value-adding business opportunities.

Non-Executive Director

Due to an increasing workload over the past year, the Company has awarded an additional 3,000,000 share options to Michael Douglas who has been a Non-Executive Director of the Company since August 2014 as follows.

-- 600,000 shares strike at 5.0p, vesting at 8.0p (for a consecutive period of at least five days)

-- 600,000 shares strike at 6.0p vesting at 12.0p (for a consecutive period of at least five days)

-- 600,000 shares strike at 8.0p vesting at 16.0p (for a consecutive period of at least five days)

-- 600,000 shares strike at 10.0p vesting at 20.0p (for a consecutive period of at least five days)

-- 600,000 shares strike at 12p vesting at 24.0p (for a consecutive period of at least five days)

These options are valid until June 2023 and represent 0.46% of the Company's issued share capital.

Mr Koot, the Executive Chairman of the Company, said "The Executive Management are confident in the future of the Company and are happy to continue to take 50% of our salaries in shares. We hope that our shareholders recognise our wish to continue to align ourselves with them going forward. I would also like to place on record my thanks to Mike Douglas for his support as a fellow-director over the past year. Mike's contribution has been invaluable as we have re-shaped the Company's strategy and direction and the new share options recognise his contribution towards the development of Columbus."

Contact Information

 
 Columbus Energy Resources plc 
  Leo Koot / Gordon Stein                        [phone] 
 VSA Capital Limited 
  Financial Adviser and Broker 
  Andrew Monk / Andrew Raca / Justin McKeegan    [phone] 
 Beaumont Cornish Limited 
  Nominated Adviser 
  Roland Cornish / Rosalind Hill Abrahams        [phone] 
 Camarco 
  Public and Investor Relations 
  Georgia Edmonds / James Crothers               [phone] 
 

Notes to Editors:

Columbus Energy Resources Plc is an oil and gas producer and explorer focused on onshore Trinidad with the ambition to grow in South America. Initially focussed on maximising production from its core Goudron field asset, Columbus is cashflow positive from operations and aims to create transformational growth by developing its exploration targets across its portfolio in the South West Peninsula ("SWP"), which lies in the extreme southwest of Trinidad and consists of stacked shallow and deep prospects, in a capital efficient and disciplined manner.

Columbus is guided by the following core values; safe and sustainable, stronger together, creative excellence, positive energy, totally trusted and personally responsible.

The Company is led by an experienced Board and senior management team with supportive shareholders and intends on leveraging its expertise and experience to build an attractive and diversified portfolio of assets across South America in order to build an oil production led South American exploration business.

To find out more, visit www.columbus-erp.com or follow us on Twitter @Columbus_ERP.

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July 02, 2018 02:03 ET (06:03 GMT)