Primorus Investments PLC Option Cancellation and Registered Office Change (0906G)

TIDMPRIM

RNS Number : 0906G

Primorus Investments PLC

23 November 2020

Primorus Investments PLC

("Primorus" or the "Company")

Cancellation of Options and Change of Registered Office

Primorus Investments PLC (AIM: PRIM; AQSE: PRIM) is pleased to announce the following corporate updates as part of its previously announced strategic review:

Cancellation of Share Options:

The Company has entered into a deed of termination and settlement with individual optionholders (the "Optionholders") who held options to subscribe for ordinary shares of 0.2 pence each in the capital of the Company (the "Share Options"), pursuant to which all Share Options in issue, being an aggregate of 17,800,000 Share Options, have been cancelled forthwith. Full details of the Share Options, including their exercise prices and periods, are set out in the Company's annual report for the year ended 31 December 2019 (see note 13 in the notes to the financial statements contained therein), a copy of which can be downloaded from the Company's website at the following link:

https://www.primorusinvestments.com/wp-content/uploads/2020/04/Primorus-ARA-2019-FINAL.pdf .

In consideration for the Optionholders relinquishing all their rights to the Share Options and the Company cancelling the same, the Company has paid an aggregate sum of GBP140,000 to the Optionholders. The Company and the Optionholders have also agreed to irrevocably release and discharge each other in respect of any actions, claims or demands under or in connection with the Options.

All but one of the Optionholders have been directors of the Company within the last 12 months ("Former Directors"). Details of the cancellation of the Former Directors' Share Options are set out below:

 
 Name                   Number of Share Options   Cash Payment (GBP) 
                         Surrendered 
 Alastair Clayton       8,100,000                 65,625.00 
                       ------------------------  ------------------- 
 Jeremy Taylor-Firth    4,350,000                 32,812.50 
                       ------------------------  ------------------- 
 Donald Strang          4,850,000                 37,187.50 
                       ------------------------  ------------------- 
 

The cancellation of the Former Directors' Share Options described above is deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules. The board of the Company, being deemed to be independent of the related party transaction, considers, having consulted with the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

The Company has 139,830,968 ordinary shares of 0.2 pence each in issue, on a fully diluted basis. Shareholders should use this number as the denominator to calculate their percentage holding in the Company.

Change of Registered Office:

The Company also announces, effective immediately, that its registered office has changed to 48 Chancery Lane, London WC2A 1JF.

Rupert Labrum, Executive Chairman, said: "As part of the recently appointed Board's strategic review of the Company's business, we were keen to address the issue of the Share Options. On a fully diluted basis, the Share Options amounted to 11.3 per cent. of the Company's share capital, which we felt was high. Whilst the Share Options could be exercised at prices of 6p and 8p each, meaning there would need to be an increase to our current share price to make it attractive for the option holders to exercise, any benefit of leaving them in place was significantly diminished with exercise periods running until 2023 and 2025.

"Coupled with the significant overhang which the Share Options represent to the Company's share capital and because the Optionholders are no longer directly involved with the Company, other than as shareholders, the Board felt it was in the best interests of our shareholders and the Company as a whole to address this matter sooner rather than later.

"With the recent Greatland Gold share divestment and the cancellation of the Share Options, the Board believes the immediate strengthening of our balance sheet will put the Company in a strong position as it looks towards future investment opportunities."

The Directors of Primorus accept responsibility for the content of this announcement .

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information, please contact:

 
 Primorus Investments plc:         [phone] 
 Rupert Labrum 
 
 Nominated Adviser:                [phone] 
 Cairn Financial Advisers LLP 
 James Caithie / Sandy Jamieson 
 
 Broker:                           [phone] 
 Turner Pope Investments (TPI) 
  Limited 
 Andy Thacker / Zoe Alexander 
 

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November 23, 2020 02:00 ET (07:00 GMT)