Capital Structure Simplification
Block Energy plc is simplifying its capital structure by cancelling 135,544,805 outstanding share options, including 85,086,489 nil-cost options and 50,458,316 LTIP options, in exchange for issuing new ordinary shares. This exercise will result in an increase of 22,843,324 shares, bringing the total issued share capital to 1,009,778,667, while the fully diluted share capital will decrease by 0.8% to 1,164,639,928. Directors and PDMRs are participating in this scheme, with the CEO, Paul Haywood, receiving 57,143,382 shares. Application will be made for the admission to trading of 17,436,737 new shares, expected around November 21, 2025.
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Block Energy plc, the development and production company focused on Georgia, announces a simplification of its capital structure ("Simplification Exercise").
Capital structure simplification
The Company has reviewed its capital structure and considers the volume of unexercised share options - which, including both salary-sacrifice nil-cost options and incentive plan options, comprise around 11.3% of fully diluted share capital - to be a material overhang, highlighting the need for simplification.
At present there are a total of 135,544,805 unexercised options which remain outstanding under the Company's Management Incentive Plan ("MIP") scheme which was established in 2018. All Company share options have been issued under the auspices of the MIP, which includes 85,086,489 "nil cost" options issued between April 2020 and April 2023 under the salary sacrifice scheme and 50,458,316 options ("LTIP Options") issued under the Company's Long Term Incentive Plan ("LTIP"). Of the LTIP Options, 36,701,887 have an exercise price of 1.325p and 13,756,428 have an exercise price of 4p. Exercise periods for these options range between 3 and 9 years.
The Board has decided to simplify the existing capital structure through a voluntary scheme whereby staff members holding options have been given the choice to be issued with new ordinary shares of 0.25 pence ("Shares") in the Company in exchange for cancelling all outstanding options held by them. This is not a bonus, reward or remuneration scheme. The scheme does not provide new entitlements but represents a mechanism for swapping previously granted rights for new shares with equivalent value (or less) to all eligible participants.
In determining the number of new Shares to be issued to each option holder, the Company has taken into account the Black-Scholes calculation of the current fair value of existing options held by each option holder. The Board believes that the value of new Shares to be issued to each respective option holder (at the current share price - being the closing mid-market price of 0.75 pence per share at close of business 13 November 2025) to be equal to or less than the intrinsic value of the options held using the Black-Scholes valuation model.
The resulting capital structure following the Simplification Exercise is therefore as follows:
| Item | Before Simplification Exercise | After Simplification Exercise | Absolute Change | Percentage Change |
|---|---|---|---|---|
| Issued Share Capital | 986,935,343 | 1,009,778,667 | 22,843,324 | 2.3% |
| Options in Issue | 135,544,805 | 9,434,291 | -126,110,514 | -93.0% |
| Warrants in Issue* | 145,426,970 | 145,426,970 | - | 0.0% |
| Shares held by EBT (these will be utilised to satisfy issue of shares to replace existing Options) | (70,567,687) | - | 70,567,687 | -100% |
| Fully Diluted Share Capital | 1,197,339,431 | 1,164,639,928 | -32,699,503 | -0.8% |
*this number excludes the warrants which will be issued to investors from the Fundraise announced on 6 November 2025, subject to shareholders' approval at a yet to be convened General Meeting ("General Meeting").
Cancellation of Options
A total of 135,544,805 options have been cancelled under the scheme, including 13,756,428 4p LTIP options and 36,701,887 1.325p LTIP options.
Issue of new Options
Former members of staff, who had been issued a total of 9,434,291 nil-cost options as part of the salary sacrifice scheme, but who subsequently left the Company will be issued new three-year nil-cost options with an exercise period ending 14 November 2028. This issue accounts for the unintended consequence of the option agreements issued to them at the time which contained provisions to lapse salary sacrifice options 90 days after the cessation of their employment. To address a legacy administrative provision in the agreements affecting salary sacrifice options, the Company has issued new nil-cost options to former employees on the same terms as would have applied had their awards remained active. These options will be issued subject to shareholders' approval at the General Meeting.
Issue of Equity
The Company's largest shareholder is the Block Energy plc Employee Benefit Trust ("EBT"). The EBT currently holds 70,567,687 shares (7.15% of the Company's issued share capital).
The Shares held by the EBT will be utilised as part of the Simplification Exercise, and will be transferred to various members of staff who have elected to participate in the Simplification Exercise. An additional 22,843,324 new Shares will be issued by the Company to make up the balance, with 15,567,912 shares issued immediately and 7,275,412 shares issued subject to shareholders' approval at the General Meeting.
A former employee has been awarded 1,868,825 shares as part of a medical retirement severance package.
Director/PDMR Dealings
The Directors and PDMRs listed in the table below are participating in the scheme on the same terms as all other eligible staff. These transactions - whereby LTIP Options/Nil Cost Options are being cancelled in return for the issue of Shares (either from the EBT or in the form of new Shares) form part of the wider simplification and are not connected with performance or service.
| Name | Position | Number of 4p Options Held | Number of 1.325p Options Held | Number of Nil-Cost Options Held | Number of Options Cancelled | Resulting Total Options Held Over Ordinary Shares | Number of Ordinary Shares issued/ assigned from EBT | Resulting Total Ordinary Shares |
|---|---|---|---|---|---|---|---|---|
| Phillip Dimmock | Non-Executive Chairman | 0 | 0 | 928,612 | 928,612 | 0 | 928,612 | 4,911,286 |
| Paul Haywood | Chief Executive Officer | 13,756,428 | 14,500,000 | 47,494,715 | 75,751,143 | 0 | 57,143,382 | 134,139,905 |
| Guram Maisuradze | Chief Operating Officer (PDMR) | 0 | 5,000,000 | 7,112,045 | 12,112,045 | 0 | 7,009,636 | 7,009,636 |
| Fergus Robson | Commercial Manager (PDMR) | 0 | 8,301,887 | 3,666,654 | 11,968,541 | 0 | 6,433,950 | 12,173,552 |
*the 4p Options had an exercise period of 1 March 2021 to 1 March 2031
* the 1.325p Options had an exercise period of 8 April 2022 to 8 April 2032
* the Nil-Cost Options had an exercise period of 9 June 2018 to 6 February 2035
Application will be made for the admission to trading on AIM ("Admission") for 17,436,737 new Shares, with the remaining 7,275,412 shares issued subject to shareholders' approval at the General Meeting.
These comprise:
- 15,567,912 Shares issued to employees as part of the Simplification Exercise; and
- 1,868,825 Shares to a former employee as part of a medical retirement severance package.
The new Shares will rank pari passu in all respects with the existing Shares of the Company. Admission is expected at 8.00 a.m. on or around 21 November 2025.
Total Voting Rights
Following Admission, the Company's issued share capital will comprise 1,004,372,080 ordinary shares with one voting right each. As the Company does not hold any shares in Treasury, the total number of voting rights in the Company is also 1,004,372,080 and this figure of ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Glossary
- bbls: barrels. A barrel is 35 imperial gallons.
- Bcf: billion cubic feet.
- boe: barrels of oil equivalent.
- bopd: barrels of oil per day.
- Mbbls: thousand barrels.
- MMbbls: million barrels.
- MMboe: million barrels of oil equivalent.
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCA") with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Paul Haywood |
| 2 | Reason for notification | |
| a) | Position / status | Chief Executive Officer |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Block Energy plc |
| b) | LEI | 213800E2J8QA1J6KN415 |
| a) | Description of the financial instrument, type of instrument Identification code | Issue of ordinary shares ISIN GB00BF3TBT48 |
| b) | Nature of the transaction | Issue of Ordinary shares |
| c) | Price(s) and volumes(s) | Price(s) Volumes(s) 0p 57,143,382 |
| d) | Aggregated information | n/a |
| e) | Date of the transaction | 13 November 2025 |
| f) | Place of the transaction | Outside a trading venue |
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCA") with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Fergus Robson |
| 2 | Reason for notification | |
| a) | Position / status | Commercial Manager (PDMR) |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Block Energy plc |
| b) | LEI | 213800E2J8QA1J6KN415 |
| a) | Description of the financial instrument, type of instrument Identification code | Issue of ordinary shares in Block Energy plc ISIN GB00BF3TBT48 |
| b) | Nature of the transaction | Issue of new ordinary shares |
| c) | Price(s) and volumes(s) | Price(s) Volumes(s) 0p 6,433,950 |
| d) | Aggregated information | n/a |
| e) | Date of the transaction | 13 November 2025 |
| f) | Place of the transaction | Outside a trading venue |
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCA") with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Guram Maisuradze |
| 2 | Reason for notification | |
| a) | Position / status | Chief Operating Officer (PDMR) |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Block Energy plc |
| b) | LEI | 213800E2J8QA1J6KN415 |
| a) | Description of the financial instrument, type of instrument Identification code | Issue of new ordinary shares ISIN GB00BF3TBT48 |
| b) | Nature of the transactions | Issue of new ordinary shares |
| c) | Price(s) and volumes(s) | Price(s) Volumes(s) 0p 7,009,636 |
| d) | Aggregated information | n/a |
| e) | Date of the transactions | 13 November 2025 |
| f) | Place of the transactions | Outside a trading venue |
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCA") with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Philip Dimmock |
| 2 | Reason for notification | |
| a) | Position / status | Non-Executive Chairman |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Block Energy plc |
| b) | LEI | 213800E2J8QA1J6KN415 |
| a) | Description of the financial instrument, type of instrument Identification code | Issue of new ordinary shares ISIN GB00BF3TBT48 |
| b) | Nature of the transactions | Issue of new ordinary shares |
| c) | Price(s) and volumes(s) | Price(s) Volumes(s) 0p 928,612 |
| d) | Aggregated information | n/a |
| e) | Date of the transactions | 13 November 2025 |
| f) | Place of the transactions | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.