Transaction in Own Shares and RSUs
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 Stock
Awarded under the Plan
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) [email protected]
David Ison +44 (0) 2034 050 205
Details of the person discharging managerial responsibilities / person closely associated
Reason for the Notification
Chief Financial Officer
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Somero Enterprises Inc.
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
Description of the Financial instrument, type of instrument
ordinary shares of $0.001 each ("Ordinary Shares")
Nature of the transaction
Employee Share Award
Price(s) and volume(s)
· Aggregated volume
Date of the transaction
12 March 2021
Place of the transaction
London Stock Exchange, AIM Market (XLON)