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Conversion of Salaries and Fees into Share Options and Issue of New Shares

Independent Oil and Gas plc (“IOG” or “the Company"), (AIM: IOG.L), the development and production focused oil and gas company announces that certain Directors, members of IOG’s technical team and contractors have accepted all or part of their salaries and fees in new ordinary shares in the capital of the Company (“Ordinary Shares”) or options over Ordinary Shares (“Options”).
 
The Company also announces that certain members of its technical team and advisers have converted previously granted Options into Ordinary Shares.
 
Salary Sacrifice Options
 
As further detailed in the table at the end of this announcement, certain Directors and members of IOG’s technical team have accepted Options in lieu of salaries and fees due between 1 September 2015 to 29 February 2016.
 
All of the Options have a five-year term from 1 March 2016 and are issued by reference to the volume weighted average price per Ordinary Share (“VWAP”) over the period to which they relate.  The VWAP over the period from 1 September 2015 to 29 February 2016 was 7.80p.
 
The conversion of salaries and fees into Options is consistent with previous salary sacrifice transactions.  A total of 2,937,192 new Options have been issued, each with an exercise price of 1p each, representing 3.26% per cent of the Company’s current issued share capital.
 
Contractor Shares and Option Exercises
 
Separately, the Company has today issued a total of 903,815 new Ordinary Shares (the “New Ordinary Shares”) in the capital of the Company.
 
101,318 New Ordinary Shares have been issued to VSA Capital at a price of 8.88p per New Ordinary Share and 98,007 New Ordinary Shares have been issued to an independent third party consultant at 8.20p per New Ordinary Share, in each case as payment for advisory services received and at the VWAP for the periods over which the services were provided.  Thus 199,315 of the 903,815 New Ordinary Shares have been issued for advisory services.
 
The balance of 704,490 of the 903,815 New Ordinary Shares have been issued by the Company following the exercise of Options.
 
479,490 of the 903,815 New Ordinary Shares have been issued to RJM Energy Limited (“RJM”) a company in which Richard Jameson, IOG’s Chief Operating Officer, is a majority shareholder and a director.  RJM submitted notices to exercise all of the Options it has been awarded, pursuant to two agreements:
  • 110,000 Options awarded pursuant to an option agreement dated 17 September 2013 and amended on 10 March 2015; and
  • 369,490 Options awarded pursuant to an option agreement dated 31 August 2015. 
The Options exercised by RJM are converted into Ordinary Shares at a price of 1p per New Ordinary Share and relate to services provided prior to and post admission of the Ordinary Shares to trading on AIM.
 
225,000 of the 903,815 New Ordinary Shares will be issued to Thomas Hardy.  Mr Hardy submitted a notice to exercise all 225,000 of the Options he has been awarded, pursuant to an option agreement dated 21 September 2013 and amended on 11 March 2015.  The Options exercised by Mr. Hardy are converted into Ordinary Shares at a price of 1p per New Ordinary Share and relate to services provided prior to admission of the Ordinary Shares to trading on AIM.
 
The Company has applied to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM (“Admission”).  Admission is expected to occur on 22 April 2016.  Following Admission there will be 91,054,847 Ordinary Shares in issue.  Accordingly, this number 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 Company under the FCA’s Disclosure and Transparency Rules. 
 

Salaries and Fees Converted into 1p Options
 
For the period 1 September 2015 to 29 February 2016 the Salaries/Fees sacrificed were converted into options with a final exercise date of 28 February 2021 at the following VWAP reference prices:

Name Quantity Reference Price (p)
*Mark Routh 888,494 7.80
*Peter Young 240,393 7.80
Marie-Louise Clayton1 168,742 7.80
*Michael Jordan 96,157 7.80
*Paul Murray 192,315 7.80
James Chance 473,568 7.80
Richard Jameson2 283,344 7.80
Colin Jones3 346,551 7.80
John Boyle4 54,489 7.80
Clint Redman5 48,631 6.86
Brian Oldfield6 144,508 10.00
Total 2,937,192  
 

Effective date of grant: 1 March 2016.

* Directors
 
Where services have been provided for only part of a 6 month period the volume weighted average share price has been adjusted accordingly.
 
Footnotes:

  1. These options have been granted to Clayton Consulting Partners Limited, a company in which Marie-Louise Clayton is the majority shareholder and a director.
  2. These options have been granted to RJM Energy Limited, a company in which Richard Jameson is the majority shareholder and director.
  3. These options have been granted to International Petroleum Exploitation A.S., a company in which Colin Jones is the majority shareholder and director.
  4. These options have been granted to LBJ Resources LLC, a company in which John Boyle is the majority shareholder and director.
  5. The options awarded to Clint Redman relate to the period from 9 - 29 February 2016.
  6. The options awarded to Brian Oldfield relate to the period from 1 March 2015 - 29 February 2016.