SRJ Technologies Director George Gourlay Converts 7 Million Options to CDIs in Nil Consideration Deal

Impact of George Gourlay’s Option-to-CDI Conversion on His SRJ Technologies Stake

The key event in this update is George Gourlay’s conversion of 7,000,000 SRJAV options, exercisable at $0.00, into an equal number of CHESS Depositary Interests (CDIs). This nil-cost conversion transformed conditional option rights into direct, unrestricted ownership of SRJ Technologies securities, marking a significant structural change in his holdings.

Before this transaction, Gourlay held no CDIs directly, with his entire interest represented by four option tranches. Following the 15 July 2026 conversion, he holds 7,000,000 CDIs alongside his remaining options. The conversion was not conducted during a closed period and required no prior written clearance, as confirmed in the filing. Because this was an internal conversion rather than an open market trade, no securities were bought or sold publicly, and no external counterparty was involved.

George Gourlay’s Securities Holdings Before and After the 15 July 2026 Conversion

Prior to conversion, Gourlay’s portfolio consisted solely of 35,000,000 options across four series: 9,000,000 options exercisable at $0.03 (SRJAT), 12,000,000 at $0.04 (SRJAU), 7,000,000 at $0.00 (SRJAV), and 7,000,000 at $0.02 (SRJAS). He held no direct CDIs.

Post-conversion, his holdings include 7,000,000 CDIs plus 28,000,000 options remaining in three series: 9,000,000 exercisable at $0.03 (SRJAT), 12,000,000 at $0.04 (SRJAU), and 7,000,000 at $0.02 (SRJAS). The SRJAV series has been fully converted and extinguished. This update marks the first change in Gourlay’s disclosed interests since the previous notice dated 26 February 2026.

Understanding CDIs Versus Ordinary Shares for SRJ Technologies Investors

SRJ Technologies Group PLC is a UK-style public limited company, resulting in its securities trading on the ASX as CHESS Depositary Interests (CDIs) rather than ordinary shares. CDIs represent beneficial ownership of the underlying securities held by an Australian depositary, enabling foreign companies to list on the ASX.

For directors and investors, CDIs provide direct economic exposure and are fully tradeable on the ASX. In contrast, options grant conditional rights to acquire CDIs at predetermined prices before expiry. Gourlay’s conversion of nil-priced SRJAV options crystallizes an already in-the-money position into direct CDI ownership. The expiry dates of the remaining option series were not disclosed in this filing.

Nil Consideration Conversion Reflects Director Remuneration Structure at SRJ Technologies

The nil consideration nature of this conversion indicates that the SRJAV options were granted with a $0.00 exercise price, commonly part of director or executive remuneration packages. Such options allow recipients to acquire securities free of charge, subject to vesting and performance conditions not detailed in this notice. This remuneration structure is typical among Australian and UK-listed companies for senior executives and non-executive directors.

The update does not specify the original grant date, vesting terms, or performance milestones related to the SRJAV options, nor whether the conversion followed any specific milestones or vesting schedules. Investors seeking further details should consult prior annual reports, remuneration disclosures, or earlier securities notices from SRJ Technologies.

SRJ Technologies Group PLC: Corporate Profile and ASX Listing Details

SRJ Technologies Group PLC is listed on the Australian Securities Exchange under the ticker SRJ and holds ARBN 642 229 856. As a foreign-incorporated public limited company, it issues CDIs to Australian investors for exchange trading. Understanding the use of CDIs instead of ordinary shares is essential for interpreting director interest disclosures and securities movements in SRJ Technologies.

This director interest notice, lodged under ASX Listing Rule 3.19A.2, ensures transparency regarding changes in directors’ relevant interests, whether through market transactions or internal conversions. The filing confirms Gourlay’s holdings are direct, with no indirect or trust-held interests reported, indicating a straightforward ownership structure.

Gourlay’s Remaining Options Portfolio After Conversion

Following the conversion, George Gourlay retains 28,000,000 options across three series: 9,000,000 exercisable at $0.03 (SRJAT), 12,000,000 exercisable at $0.04 (SRJAU), and 7,000,000 exercisable at $0.02 (SRJAS). These options provide continued conditional exposure to SRJ Technologies.

The exercise prices of $0.02, $0.03, and $0.04 mean the value of these options depends on the ASX market price of SRJ Technologies CDIs at exercise. Expiry dates and any remaining vesting conditions were not disclosed. Notably, the SRJAU series is Gourlay’s largest tranche with 12,000,000 options exercisable at $0.04, representing a significant potential stake if exercised.

Compliance with Closed Period Rules Confirmed for Gourlay’s Conversion

Part 3 of the Appendix 3Y notice confirms the conversion did not occur during a closed period and required no prior written clearance. ASX rules generally restrict director trading during blackout windows around sensitive periods such as financial results announcements. The confirmation ensures regulatory compliance and transparency.

Because this was an option exercise rather than an open-market trade, it differs from discretionary trading decisions. Nonetheless, ASX listing rules mandate disclosure and, where applicable, pre-clearance for option exercises and conversions. The company’s filing meets all procedural obligations under ASX Listing Rule 3.19A.2, with no irregularities reported.

Investor Considerations Following This Director Interest Disclosure

While administrative, director interest notices offer insights into insider behaviour and alignment with shareholders. Gourlay’s conversion of nil-priced options into direct CDIs increases his unrestricted ownership stake, potentially signaling confidence. However, no inference about his intentions to hold or sell these CDIs can be drawn from this notice, which contains no forward-looking statements.

Investors should monitor whether Gourlay converts additional options from his remaining three series, including timing and market conditions. Future Appendix 3Y filings from Gourlay or other SRJ Technologies directors will provide further insider activity data. Additionally, investors may watch for company updates on operations, financial results, or strategy that could contextualize director transactions. The immediate share price impact of this disclosure was not evident from public information.