Director/PDMR Shareholding

RNS Number : 1115F

Capricorn Energy PLC

17 March 2022

 

FOR IMMEDIATE RELEASE    17 March 2022

CAPRICORN ENERGY PLC ("Capricorn" or "the Company")

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

in the Company's Shares

1.   Vesting of 2019 Awards under the Company's Long Term Incentive Plan 2017 ("the 2017 LTIP")

Capricorn announces that, on 16 March 2022, 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 ²¹/₁₃ pence each ("Shares") that had originally been granted to the Executive Directors and PDMRs detailed below under the 2017 LTIP on 13 March 2019.

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 approximately 73.72% 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 16 March 2022	Total Shares that lapsed on 16 March 2022	Vested Shares subject to a two-year holding period (expiring on 16 March 2024) **
Simon Thomson, Chief Executive	859,933	507,151	352,782	507,151
James Smith, Chief Financial Officer	559,305	329,853	229,452	329,853
Eric Hathon, Director of Exploration	460,732	271,720	189,012	271,720
Paul Mayland, Chief Operating Officer	480,851	283,585	197,266	283,585

* 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 noted 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). 

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 Capricorn's 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	1,150,319	0.232	2,488,956	1,136,751
James Smith**	27,433	0.006	1,618,831	739,349
Eric Hathon	47,496	0.010	1,333,525	609,044
Paul Mayland	45,464	0.009	1,382,912	635,640

* 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.

** During November 2021, James Smith was given permission by the Remuneration Committee to sell a proportion of his shareholding in the Company so he could manage his personal arrangements. As publicly disclosed at the time, this disposal resulted in his holding in Capricorn temporarily falling below the level required by the "in service" element of the Company's shareholding guidelines for Executive Directors (which currently require individuals to build up and maintain a target holding equal to 200% of salary) . For the purpose of these guidelines, beneficially owned shares and the net of tax value of vested unexercised LTIP awards may be counted. Following the above noted vesting of his March 2019 Award (and using the average share price over the period of 90 days up to and including 15 March 2022), Mr Smith is once again in compliance with the guidelines. 

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).

 

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