Director/PDMR Shareholding

RNS Number : 2582O

Cairn Energy PLC

28 May 2020

 

FOR IMMEDIATE RELEASE  28 May 2020

CAIRN ENERGY PLC ("Cairn" or "the Company")

Interests of Directors / Persons Discharging Managerial Responsibility ("PDMRs")

in the Company's Shares

1.   Vesting of 2017 Awards under the Company's Long Term Incentive Plan 2017 ("the 2017 LTIP")

Cairn announces that, on 28 May 2020, the remuneration committee of its board of directors (the "Remuneration Committee") completed its assessment of the performance conditions governing the Awards (which are in the form of "nil-cost" options) over its ordinary shares of 231/169 pence each ("Shares") that had originally been granted to the Executive Directors and PDMRs detailed below under the 2017 LTIP on 23 May 2017.

The above assessment concluded that, over the applicable three-year performance period, the Company's total shareholder return was between the median and upper quartile rankings in the specified comparator group. As a consequence, the "Core Element" of each of these Awards has now vested in respect of 34.29% of the Shares over which it was originally granted, but will not be capable of being exercised until the expiry of a specified holding period (details of which are set out below).  For the avoidance of doubt, the balance of each Award's Core Element, and the whole of the additional "Kicker Element", lapsed on completion of the Remuneration Committee's assessment.

A summary of the above events / transactions is as follows:

Executive Director / PDMR	Shares originally subject to Award*	Total Shares that vested on 28 May 2020	Total Shares that lapsed on 28 May 2020	Vested Shares subject to a one year holding period (expiring on 28 May 2021)	Vested Shares subject to a two year holding period (expiring on 28 May 2022)
Simon Thomson, Chief Executive**	642,125	176,128	465,997	0	176,128
James Smith, Chief Financial Officer**	417,642	114,555	303,087	0	114,555
Eric Hathon, Director of Exploration**	344,036	94,365	249,671	0	94,365
Paul Mayland, Chief Operating Officer**	359,058	98,486	260,572	0	98,486
Richard Ember, Regional Director, International	147,893	40,267	107,626	40,267	0
Miles Warner, Director of Government Relations	157,522	42,889	114,633	42,889	0
Douglas Taylor, Deputy Finance Director	133,072	36,232	96,840	36,232	0
David Nisbet, Director, Corporate Affairs	172,993	47,101	125,892	47,101	0

* This column sets out the aggregate number of Shares originally subject to each individual's Award.  Approximately 80% of this total represents the "Core Element" of the Award with the balance of 20% being its "Kicker Element".

** Under the 2017 LTIP's rules, the Remuneration Committee has the ability to specify a post-vesting "holding period" during which awards cannot be exercised.  In the case of those individuals highlighted with an ** in the above table, a two year holding period was applied to the whole of their Awards (i.e. both the Core and Kicker Elements).  For the remaining individuals, a one year holding period was applied to their Core Elements and a two year period to their Kicker Elements.

Additional information in relation to the structure of the 2017 LTIP and the performance conditions applicable to the above Awards can be found in the Directors' Remuneration Report section of the Company's most recent Annual Report (the "DRR").

Finally, it should be noted that any Shares that are ultimately acquired by the Company's Executive Directors on the exercise of these Awards (other than those sold in order to satisfy the resulting tax liabilities) will constitute "relevant shares" for the purposes of Cairn's new post-employment shareholding requirement and will, therefore, normally require to be held for a period of two years following cessation of the individual's employment. Further details of this policy are contained in the DRR.

2.   Summary of current holdings of Executive Directors / PDMRs

Following the above vesting, the Executive Directors' and PDMRs' beneficial interests in the Shares of the Company are as follows:

Executive Director / PDMR	Current Shares	% Issued Share Capital	Outstanding entitlements under 2017 LTIP
			Unvested Awards still subject to performance conditions	Vested but unexercised Awards*
Simon Thomson	1,345,922	0.228%	1,529,995	176,128
James Smith	550,644	0.093%	995,117	114,555
Eric Hathon	47,323	0.008%	819,735	94,365
Paul Mayland	638,253	0.108%	855,532	98,486
Richard Ember	91,262	0.015%	352,287	40,267
Miles Warner	15,000	0.003%	371,193	42,889
Douglas Taylor	240,784	0.041%	317,072	36,232
David Nisbet	112,623	0.019%	412,194	47,101

* This column includes all outstanding Awards that have vested following the expiry of the applicable performance period, regardless of whether or not they are currently capable of being exercised under the rules of the 2017 LTIP.

Given that the Awards referred to in this announcement take the form of "nil-cost" options (which have not yet been exercised), their vesting does not, of itself, constitute a transaction conducted on the relevant individuals' account relating to Shares for the purposes of under Article 19(3) of EU Regulation No 596/2014 (the Market Abuse Regulation).

 

END

 

 

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