Sound Energy PLC Further re Directorate Changes (8868G)
March 19 2020 - 2:09PM
UK Regulatory
TIDMSOU
RNS Number : 8868G
Sound Energy PLC
19 March 2020
19 March 2020
Sound Energy plc
("Sound Energy" or the "Company")
Further re Directorate Changes
Sound Energy, the Moroccan focused upstream gas company,
announces the following information further to the Company's
notifications of 12 November 2019 and 20 January 2020 (the
"Previous Notifications"). The Previous Notifications described the
resignations of James Parsons, the Company's former Chief Executive
Officer, and Brian Mitchener, the Company's Exploration Director,
respectively.
James Parsons ceased to be a director of the Company on 23
January 2020 and Brian Mitchener remains a director of the Company
until 31 March 2020. Both will remain employees of, and available
to, Sound Energy for the remainder of the notice periods under
their employment contracts ending on 12 May 2020 and 20 May 2020
respectively.
As previously disclosed by the Company, certain of the Company's
employees, including James Parsons and Brian Mitchener, are
entitled to 'change of control' payments under their employment
contracts in the event of that a transaction which constitutes a
'change of control' of the Company completes during the term of
their employment.
Under their existing employment contracts, should a transaction
which constitutes a 'change of control' event complete during the
term of their employment, James Parsons would be entitled to a
payment equal to 18 months' salary and Brian Mitchener would be
entitled to a payment equal to 8 months' salary (the "Change of
Control Clauses"). No payments have been made or triggered under
the Change of Control Clauses.
At the times of their resignations, and to seek to incentivise
Messrs Parsons and Mitchener to continue to assist the Company in
advancing the proposed divestment transaction announced by Sound
Energy on 6 November 2019 (the "Proposed Transaction"), the Company
determined that it would be appropriate to agree to extend the
period for which the executives would be eligible for a payment
under their Change of Control Clauses beyond the end dates of their
employment such that should the Proposed Transaction, or another
'change of control' event, complete during calendar year 2020, each
of James Parsons and Brian Mitchener would be entitled to a payment
under their Change of Control Clauses, albeit in a reduced amount
of 80 per cent. of their pre-existing contractual entitlements (the
"Change of Control Amendments").
The purported Change of Control Amendments were subject to Rule
13 of the AIM Rules for Companies as 'related party transactions'.
The Company did not compy with AIM Rule 13 and did not disclose the
purported Change of Control Amendments in the Previous
Notifications.
Acknowledging the oversight in this regard, and notwithstanding
the previous due consideration of the Company's Remuneration
Committee in agreeing the purported Change of Control Amendments in
November 2019 and January 2020, given the intervening developments
with respect to the Proposed Transaction and also the general
economic climate, the Company has now concluded that the Change of
Control Amendments are not appropriate and James Parsons and Brian
Mitchener have, at the Company's request, renounced any entitlement
to a payment pursuant to the Change of Control Amendments.
As a result, Messrs Parsons and Mitchener continue to be
entitled to 'change of control' payments under their original
Change of Control clauses prior to the end dates of their
employment (12 May 2020 for James Parsons and 20 May 2020 for Brian
Mitchener) but will not be entitled to any 'change of control'
payment following the cessation of their employment.
The Company re-iterates that it is no longer in exclusive
discussions in respect of the Proposed Transaction and there is no
certainty that the Proposed Transaction will proceed or will
successfully conclude. The Company does not consider there to be
any realistic prospect that the Proposed Transaction (or any other
transaction which constitutes a 'change of control' event) will
complete prior to the expiry of these executives' employments and
thus there is currently no expectation that the Company will be
liable under their existing employment contracts to make any
related payment to either James Parsons or Brian Mitchener.
For further information please contact:
Vigo Communications - PR Adviser Tel: 44 (0)20 7390
Patrick d'Ancona 0230
Chris McMahon
Sound Energy questions@soundenergyplc.com
Cenkos Securities - Nominated Adviser Tel: 44 (0)20 7397
Ben Jeynes 8900
Russell Cook
Turner Pope Investments (TPI) Ltd - Broker Tel: 44 (0)20 3657
Zoe Alexander 0050
Andy Thacker info@turnerpope.com
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END
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