TIDMSOM
RNS Number : 3118S
Somero Enterprises Inc.
15 March 2021
Somero Enterprises Inc.
("Somero" or the "Company")
Transactions in Own Shares and Restricted Stock Units
Senior Management Equity Bonus Program
On 12 March 2021, the Board of the Company approved the issuance
of 37,014 new shares of common stock to senior managers, including
certain executive Directors, under Somero's 2020 Equity Bonus Plan
(the "Plan"). Under the Plan, eligible senior managers were able to
choose to receive up to 100% of their 2020 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 12 March 2021 of 365 pence. The following
executive Directors received shares under this award:
Existing holding of Common Awarded under
Name Stock the Plan Resulting Shareholding
------------- --------------------------- -------------- -----------------------
John Yuncza 116,051 9,816 125,867
Application will be made to the London Stock Exchange for
admission to trading on AIM of the shares of common stock in the
Company to satisfy this common stock award ("Admission"). Admission
is expected to occur on or about 19 March 2021. The new shares of
common stock will rank pari passu with the existing common stock in
the Company.
In conjunction with this common stock award, the Board of the
Company has approved the cancellation of 37,014 shares held in
Treasury.
Restricted Stock Unit Awards
Also on 12 March 2021, 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 365 pence per RSU based on the closing
price on 12 March 2021.
Name Number of RSUs awarded
Jack Cooney 39,426 shares
John Yuncza 25,413 shares
Howard Hohmann 26,572 shares
RSUs awarded to Mr. Cooney, Mr. Hohmann and Mr. Yuncza, 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 365 pence per RSU based on the closing price on 12 March
2021. 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 were 93,479 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 discretion of the
Company.
Following the above transactions, total outstanding RSUs will
equal 850,960 units and the Company's total issued share capital
will be 56,425,598 with 264,175 shares held in Treasury. Therefore,
the total number of shares with voting rights will be
56,161,423.
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, CEO +1 239 210 6500
John Yuncza, CFO
Howard Hohmann, EVP Sales
finnCap Ltd (NOMAD and Broker)
Matt Goode (Corporate Finance) +44 (0)20 7220 0500
Kate Bannatyne (Corporate Finance)
Tim Redfern/Richard Chambers (Corporate Broking)
Alma PR (Financial PR Advisor) somero@almapr.co.uk
David Ison +44 (0) 2034 050 205
Sam Modlin
Molly Gretton
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name John Yuncza
------------------------------- ------------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------------
a) Position/status Chief Financial Officer
------------------------------- ------------------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- ------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Somero Enterprises Inc.
------------------------------- ------------------------------------------
b) LEI n/a
------------------------------- ------------------------------------------
4. 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 ordinary shares of $0.001 each ("Ordinary
Financial instrument, Shares")
type of instrument
Identification code USU834501038
------------------------------- ------------------------------------------
b) Nature of the transaction Employee Share Award
------------------------------- ------------------------------------------
c) Price(s) and volume(s) Price: 365p
Volume: 9,816
------------------------------- ------------------------------------------
d) Aggregated information: n/a
* Aggregated volume
* Price
------------------------------- ------------------------------------------
e) Date of the transaction 12 March 2021
------------------------------- ------------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
------------------------------- ------------------------------------------
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END
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