TIDMTXO
RNS Number : 2380A
TXO PLC
18 March 2013
FOR IMMEDIATE RELEASE 18 MARCH 2013
TXO PLC
("TXO" or the "Company")
Exercise of Convertible Loan, Windsor Capital Liquidity Facility
update and Award of Options
Exercise of Convertible Loan
TXO Plc, the AIM-listed oil and gas investment company,
announces that Swandale Limited has converted GBP151,800 of their
Convertible Loan Notes into 66,000,000 new ordinary shares of 0.1
pence each at the Conversion Price of 0.23 pence per share. This
conversion follows on from the announcement released on 24
September 2012 detailing the amendment of the terms of the
pre-existing Convertible Loan Notes and the issuing of new
Convertible Loan Notes,
The new Ordinary Shares will rank, pari passu, with the existing
ordinary shares. Application has been made for these new Ordinary
Shares to be admitted to trading on AIM and admission is expected
to take place on 19 March 2013. On completion of this issue of
these shares, Swandale Limited will hold 5.15% of the enlarged
issued share capital of the Company.
This issue brings the total number of Ordinary Shares in the
Company with voting rights to 1,280,502,580. This conversion leaves
the Company with GBP1,319,297 Convertible Loans for December 2013
outstanding.
Update on Liquidity Facility Agreement
Further to the announcement released on 21 February 2013, the
Company has been notified that 29,638,654 shares have been sold by
Windsor Capital Partners Limited ("Windsor Capital") at
approximately 0.2278p per Ordinary Share, and the Company has
received approximately GBP65,000 net of expenses. Following this
sale Windsor Capital no longer has a notifiable interest in the
Company.
Award of Options
The Company also announces that, further to the announcement
released on 11 November 2011, the following options issued to
current directors and officers to the Company under the EMI Scheme,
will be cancelled:
Option Holder Position Number of Options Exercise Price
Tim Baldwin Executive Chairman 30,000,000 0.500 pence
------------------- ------------------ ---------------
In addition, the following options issued to other current
directors are also cancelled:
Option Holder Position Number of Options Exercise Price
Andrew Glendinning Non-Executive 2,000,000 6.375 pence
Director
-------------- ------------------ ---------------
Following the announcement released on 19 April 2011, the
exercise price of the following Revised Warrants issued to the
current Directors and Officers of the Company will be amended from
0.5 pence per Ordinary Share to 0.3 pence per Ordinary Share, the
expiry dates remaining the same:
Warrant Holder Position Number of Revised Expiry Date
Warrants at of Warrants
0.3p
Andrew Glendinning Non-Executive 36,541,353 14(th) October
Director 2014
------------------ ------------------ ---------------
Richard Harvey Non-Executive 7,048,872 14(th) October
Director 2014
------------------ ------------------ ---------------
Geoffrey Harris Company Secretary 4,567,669 14(th) October
2014
------------------ ------------------ ---------------
TXO Plc is pleased to announce that it has awarded a total of
117,000,000 options over Ordinary Shares (the "Options") to the
Directors, officers and contracted personnel in the Company.
1) 87,000,000 options have been granted with an exercise price
of 0.3p and are exercisable within 3 years (expiring on 31(st)
March 2016) following a 12 month vesting period from the date of
grant and represent approximately 7.16% of the Company's current
issued share capital and 4.28% of the enlarged fully diluted share
capital.
2) In addition, a further 30,000,000 Options have been granted
to Tim Baldwin with an exercise price of 0.5p per Ordinary share
which are exercisable for 5 years (expiring 31(st) March 2018)
following a 12 month vesting period from the date of grant. These
represent 1.48% of the enlarged fully diluted share capital of the
Company and have been issued in replacement to the EMI Scheme
options cancelled above.
The options that have been granted and the revised warrants can
be summarised as follows:
Option Position Existing No. of No. of No. of Enlarged Enlarged
Holder Holding New Options New Options revised Holding Holding
at 0.3p at 0.5p Warrants (%)**
at 0.3p
Executive
Tim Baldwin Chairman 25,000,000* 32,500,000 30,000,000 Nil 87,500,000 4.30
--------------- ------------ ------------- ------------- ----------- ------------ ---------
Christopher Non-Executive
Foster Director 0 22,500,000 Nil Nil 22,500,000 1.11
--------------- ------------ ------------- ------------- ----------- ------------ ---------
Richard Non-Executive
Harvey Director 1,000,000 10,000,000 Nil 7,048,872 18,048,872 0.89
--------------- ------------ ------------- ------------- ----------- ------------ ---------
Andrew Non-Executive
Glendinning Director 200,000 5,000,000 Nil 36,541,353 41,741,353 2.05
--------------- ------------ ------------- ------------- ----------- ------------ ---------
Staff
& Other
Contractors 17,000,000 Nil 4,567,669 21,567,669 1.06
------------ ------------- ------------- ----------- ------------ ---------
TOTAL 87,000,000 30,000,000 48,157,894 181,357,894 9.41%
------------ ------------- ------------- ----------- ------------ ---------
*Of T Baldwin's shareholding, 15,000,000 shares are held in his
SIPP account and 10,000,000 shares are held in Hill Street
Investments Plc where T Baldwin is a Director and exerts management
control.
**Assuming all options above are exercised and all warrants and
convertible loans notes are converted.
The issue of the Options to Tim Baldwin, Christopher Foster,
Richard Harvey and Andrew Glendinning, Directors of the Company are
related party transactions under the AIM Rules for the Companies.
The Directors have consulted with the Company's Nominated Adviser,
and they have been advised that the terms of the Options are fair
and reasonable insofar as the Company's shareholders are
concerned.
Tim Baldwin, Chairman, commented:
"The Exercise of the Convertible Loan stock demonstrates the
holders' belief in the Company, and also strengthens the balance
sheet whilst the options are a reward for the team - TXO has been
transformed over the last year and we can now see the investments
beginning to bear fruit. A lot of hard work has gone into getting
the Company to its current position and the Board feel that is
right that the whole team receives some reward and incentivisation
for their efforts."
18 March 2013
For further information, please contact:
TXO PLC +44 (0) 207 518 4300
Tim Baldwin, Chairman
Fox-Davies Capital Limited +44 (0) 20 3463 5000
Simon Leathers / Daniel Fox-Davies / Richard Hail
Lothbury Financial Services Limited +44 (0) 203 440 7620
Michael Padley / Chris Roberts
This information is provided by RNS
The company news service from the London Stock Exchange
END
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