Somero Enterprises Inc.
("Somero" or the "Company")
Restricted Stock Units and
Director/PDMR Shareholding
Senior
Management Equity Bonus Program and Restricted Stock Unit
Settlement
On 15 March 2024, the Board of the Company approved
the issuance of 5,310 new shares of common stock to senior
managers, under Somero's 2023 Equity Bonus Plan (the "Plan"). Under
the Plan, eligible senior managers were able to choose to receive
up to 100% of their 2023 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 15 March 2024 of 308 pence.
In addition, Somero announces it approved the
settlement of 12,400 Restricted Stock Units ("RSU") in exchange for
an equivalent number of common stock shares of the Company at a
price of 330 pence, reflecting the closing price on the day of
settlement on 12 March 2024, as permitted under the 2020 Equity
Incentive Plan approved by the Board of Directors on 3 December
2019.
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 the Grantee 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.
Applications will be made to the London Stock Exchange
for admission to trading on AIM of 12,400 new shares of common
stock in the Company to satisfy this common stock award
("Admission"). Admission is expected to occur on or about 25 March
2024. The new shares of common stock will rank pari passu with the existing common
stock in the Company.
Restricted Stock Unit Awards
Also on 15 March 2024, the Board of the Company
approved issuance of Restricted Stock Units (RSUs) to the following
executive Directors under the terms of Somero's 2020 Equity
Incentive Plan at a price of 308 pence per RSU based on the closing
price on 15 March 2024.
Name Number
of RSUs awarded
Jack Cooney
61,901 shares
Howard
Hohmann
41,709 shares
Vincenzo
LiCausi
34,035 shares
RSUs awarded to Mr. Cooney, Mr. Hohmann, and Mr.
LiCausi, all 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.
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 2020 Equity
Incentive Plan at a price of 308 pence per RSU based on the
closing price on 15 March 2024. 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 to non-Director employees was 127,418 which are
subject to the same vesting and service 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 service 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 point of
vesting at the discretion of the Company.
Following the above transactions, total outstanding
RSUs will equal 642,451 units and the Company's total issued share
capital will be 55,491,601 shares with 5,500 shares held in
Treasury. Therefore the total number of shares with voting
rights will be 55,486,101.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Jack Cooney
|
|
Reason for the Notification
|
a)
|
Position/status
|
CEO
|
b)
|
Initial
notification/Amendment
|
Initial notification
|
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Somero Enterprises Inc.
|
b)
|
LEI
|
549300OQ2P18NRWBIW58
|
|
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
|
ordinary shares of $0.001 each
("Ordinary Shares")
|
Identification code
|
USU834501038
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b)
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Nature of the transaction
|
Employee Restricted Stock Unit
Award
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c)
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Price(s) and volume(s)
|
Price: n/a
Volume: 61,901
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
n/a
|
e)
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Date of the transaction
|
15 March 2024
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Vincenzo LiCausi
|
|
Reason for the Notification
|
a)
|
Position/status
|
CFO
|
b)
|
Initial
notification/Amendment
|
Initial notification
|
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Somero Enterprises Inc.
|
b)
|
LEI
|
549300OQ2P18NRWBIW58
|
|
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
|
ordinary shares of $0.001 each
("Ordinary Shares")
|
Identification code
|
USU834501038
|
b)
|
Nature of the transaction
|
Employee Restricted Stock Unit
Award
|
c)
|
Price(s) and volume(s)
|
Price: n/a
Volume: 34,035
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
n/a
|
e)
|
Date of the transaction
|
15 March 2024
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Howard Hohmann
|
|
Reason for the Notification
|
a)
|
Position/status
|
EVP Sales
|
b)
|
Initial
notification/Amendment
|
Initial notification
|
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Somero Enterprises Inc.
|
b)
|
LEI
|
549300OQ2P18NRWBIW58
|
|
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
|
ordinary shares of $0.001 each
("Ordinary Shares")
|
Identification code
|
USU834501038
|
b)
|
Nature of the transaction
|
Employee Restricted Stock Unit
Award
|
c)
|
Price(s) and volume(s)
|
Price: n/a
Volume: 41,709
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
n/a
|
e)
|
Date of the transaction
|
15 March 2024
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|
The
information communicated in this announcement contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014.
For further information,
please contact:
Somero Enterprises, Inc.
www.somero.com
Jack Cooney, President &
CEO
+1 239 210
6500
Enzo LiCausi, CFO
Howard Hohmann, EVP Sales
Cavendish Capital Markets Ltd (NOMAD and
Broker)
|
+44 (0)20 7220 0500
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Matt Goode/Seamus Fricker/Fergus
Sullivan (Corporate Finance)
|
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Tim Redfern/Harriet Ward
(ECM)
|
|
|
|
Alma (Financial Communications Advisor)
|
somero@almastrategic.com
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David Ison
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+44 (0)20 3405 0205
|
Rebecca Sanders-Hewett
Will Merison
|
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