TIDMSOM
RNS Number : 0659I
Somero Enterprises Inc.
19 March 2018
Somero Enterprises Inc.
("Somero" or the "Company")
Transactions in Own Shares and Restricted Stock Units
Senior Management Equity Bonus Program
On 16 March 2018, the Board of the Company approved the issuance
of 34,157 new shares of common stock to senior managers, including
certain executive Directors, under Somero's 2017 Equity Bonus Plan
(the "Plan"). Under the Plan, eligible senior managers were able to
choose to receive up to 50% of their 2017 annual performance bonus
in shares of common stock in the Company. The shares issued to
participating senior managers are fully-vested with no performance
conditions. The number of shares issued under this award was based
on the closing price on 16 March 2018 of 379 pence. The following
executive Directors received shares under this award:
Existing holding Awarded under the
Name of Common Stock Plan Resulting Shareholding
------------- ----------------- ------------------ -----------------------
John Yuncza 52,977 14,873 67,850
Application will be made to the London Stock Exchange for
admission to trading on AIM of the shares of common stock in the
Company to satisfy this common stock award ("Admission"). Admission
is expected to occur on or about 23 March 2018. The new shares of
common stock will rank pari passu with the existing common stock in
the Company.
In conjunction with this common stock award, the Board of the
Company has approved the cancellation of shares held in
Treasury.
Restricted Stock Unit Awards
Also on 16 March 2018, the Board of the Company approved
issuance of Restricted Stock Units (RSUs) to the following
executive and non-executive Directors under the terms of Somero's
2010 Equity Incentive Plan at a price of 379 pence per RSU based on
the closing price on 16 March 2018.
Name Number of RSUs awarded
Lawrence Horsch 5,469 shares
Thomas Anderson 13,373 shares
Robert Scheuer 2,223 shares
Jack Cooney 26,377 shares
John Yuncza 25,018 shares
Howard Hohmann 11,284 shares
RSUs awarded to Mr. Horsch, Mr. Anderson, and Mr. Scheuer, all
non-executive Directors, were granted in lieu of annual Director
fee increases. RSUs awarded to Mr. Cooney and Mr. Yuncza, both
executive Directors, were granted as part of an annual incentive
compensation program. The shares awarded are the maximum available
under the grants, will vest over a three-year period commencing on
the date of the grant, and require continued service for the
period. The participating Directors will, following the end of the
performance period, be notified as to the extent to which the
performance conditions have been met and their award has vested.
Unless determined otherwise by the Equity Incentive Plan
administrator, each RSU will be equal to one share of common stock
in the Company and will entitle each Director to either shares of
common stock or an amount of cash determined with reference to the
value of shares of common stock at the discretion of the
Company.
In addition to the RSUs awarded to Directors, the Board of the
Company approved RSUs to be awarded to a group of non-Director
employees under the terms of Somero's 2010 Equity Incentive Plan at
a price of 379 pence per RSU based on the closing price on 16 March
2018. The awards to non-Director employees are a key element of the
Company's employee retention program as well as a reward to
employees for significant contributions to the Company's
performance. The total number of RSUs awarded were 90,852 which are
subject to the same vesting, service and performance requirements
as the Director awards and each participating non-Director will,
following the end of the performance period, be notified as to the
extent to which the performance conditions have been met and their
award has vested.
Finally, the Company has conducted a transaction in its own
shares in the form of a repurchase of 4,268 Certificated Shares of
Restricted Common Stock at a price of 375 pence per share which is
the closing price as of 15 March 2018. These shares will be added
to the total number of shares in Treasury.
Following the above transactions, total outstanding RSUs will
equal 481,336 units and the Company's total issued share capital
will be 56,425,598 with 153,588 shares held in Treasury. Therefore,
the total number of shares with voting rights will be
56,262,010
For further information, please contact:
Somero Enterprises, Inc. www.somero.com
Jack Cooney, CEO +1 239 210 6500
John Yuncza, CFO
Howard Hohmann, EVP Sales
finnCap Ltd (NOMAD and Broker)
Matt Goode (Corporate Finance) +44 (0)20 7220 0500
Carl Holmes (Corporate Finance)
Tim Redfern (Corporate Broking)
Alma PR (Financial PR Advisor) somero@almapr.co.uk
Rebecca Sanders-Hewett +44 (0) 2038 659 667
Susie Hudson
Sam Modlin
1. Details of the person discharging managerial
responsibilities / person closely associated
--- ------------------------------------------------------------
a) Name John Yuncza
--- ------------------------------- ---------------------------
2. Reason for the Notification
--- ------------------------------------------------------------
a) Position/status Chief Financial Officer
--- ------------------------------- ---------------------------
b) Initial notification/Amendment Initial notification
--- ------------------------------- ---------------------------
3. Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- ------------------------------------------------------------
a) Name Somero Enterprises Inc.
--- ------------------------------- ---------------------------
b) LEI n/a
--- ------------------------------- ---------------------------
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 ordinary shares of $0.001
the Financial each ("Ordinary Shares")
instrument, type
of instrument
---
Identification USU834501038
code
--- ------------------------------- ---------------------------
b) Nature of the Employee Share Award
transaction
--- ------------------------------- ---------------------------
c) Price(s) and Price: 379p
volume(s) Volume: 14,873
--- ------------------------------- ---------------------------
d) Aggregated information: n/a
* Aggregated volume
* Price
--- ------------------------------- ---------------------------
e) Date of the transaction 16 March 2018
--- ------------------------------- ---------------------------
f) Place of the London Stock Exchange, AIM
transaction Market (XLON)
--- ------------------------------- ---------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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