Grant of Restricted Shares under LTIP
Award of 1.54bn restricted shares under LTIP to directors, employees and consultants, vesting in three years.
- Restricted Shares granted 1,540,000,000
- Vesting period 3 years
- Total LTIP awards outstanding 3,340,000,000
- LTIP awards as % of enlarged share capital 9.7%
- Jeremy Asher restricted shares granted 640,000,000
- Mark Enfield restricted shares granted 240,000,000
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Tower Resources plc (AIM: TRP), the AIM listed oil and gas company focused on Africa, announces that it has made an annual award of Restricted Shares to directors, employees and consultants under its Long Term Incentive Plan ("LTIP").
The award of Restricted Shares (the "Restricted Shares"), comprising 1,540,000,000 new ordinary shares ("Ordinary Shares") in the capital of the Company, was made on 8 April 2025 and the Restricted Shares will vest only at the end of three years, on 8 April 2028. The award of equity incentives under the LTIP (the "LTIP Award") is an annual event, which normally takes place in the first quarter of each year, and has generally been made in the form of share options vesting over three years in annual tranches in the past few years; however, this year the Company has decided to issue Restricted Shares which only vest at the end of three years.
Tower Resources Chairman & CEO, Jeremy Asher, commented:
"We have decided to issue Restricted Shares, vesting only after three years, rather than share options, for the Long Term Inventive Plan this year, for several reasons. First, we feel that giving employees shares rather than options better aligns their interests with those of other shareholders. Second, a given value of equity award requires the issue of fewer shares if the award is delivered in shares rather than in options. Third, and perhaps most importantly, as the number of senior employees in the Company increases, we feel that making an award of shares that has intrinsic value immediately, but value which cannot be realised by the employee unless they remain with us for the full vesting period, provides a stronger retention incentive than the traditional option scheme which usually vests in annual tranches over several years, and which also in practice often results in employees selling most of the shares to fund the option exercise and taxation.
"We do not intend to alter our overall policy regarding long term incentive awards: shares to be issued under such awards, whether in the form of restricted shares or share options, shall continue to be limited to 10% of the Enlarged Share Capital of the Company, being the sum of the currently issued shares and all future shares that the Company may be currently obliged to issue in future, including restricted shares, options or other conversion rights. This is also the basis we will continue to use for presenting individual directors' fully diluted shareholdings if all options and warrants are exercised."
Details of the LTIP grant to directors, PDMRs and consultants are set out below:
| Director/PDMR | Existing number of LTIP share options | Number of new LTIP Restricted Shares granted | Total number of LTIP options and Restricted Shares held following issue |
|---|---|---|---|
| Jeremy Asher ‡ | 1,220,000,000 | 640,000,000 | 1,860,000,000 |
| Mark Enfield | - | 240,000,000 | 240,000,000 |
| Honore Dairou | 412,000,000 | 200,000,000 | 612,000,000 |
| Consultants | 132,500,000 | 385,000,000 | 517,500,000 |
| Others | 35,500,000 | 75,000,000 | 110,500,000 |
| TOTAL | 1,800,000,000 | 1,540,000,000 | 3,340,000,000 |
‡ Held by Pegasus Petroleum Ltd, which is owned and controlled by Jeremy Asher
LTIP Awards outstanding
Following this current grant of LTIP awards, the total number of shares (including Restricted Shares and shares subject to options) which the Company may be obliged to issue under outstanding LTIP Awards is 3,340,000,000 equating to 9.7% of the Company's enlarged share capital assuming full exercise of all warrants and share options.
| 2. | Reason for the notification | |
| a) | Position/status: | 1) Chairman and Chief Executive Officer 2) Director Tower Resources Cameroon S.A 3) Executive Director |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | Tower Resources PLC |
| b) | LEI: | 2138002J9VH6PN7P2B09 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81 |
| b) | Nature of the transaction: | Grant of Share Options |
| c) | Price(s) and volume(s): | Price(s) Volume(s) 1) 0.026 pence 2) 0.026 pence 3) 0.026 pence 640,000,000 200,000,000 240,000,000 |
| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above Price(s) Volume(s) 1) 0.026 pence 2) 0.026 pence 3) 0.026 pence 640,000,000 200,000,000 240,000,000 |
| e) | Date of the transaction: | 8 April 2025 |
| f) | Place of the transaction: | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.