Notification of PDMR

RNS Number : 7254E

Seplat Energy PLC

14 March 2022

 

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES

Seplat Energy PLC ("Seplat" or "Company")

Share Awards granted/released under the Seplat Energy PLC 2014 Long Term Incentive Plan ("LTIP")

Lagos and London - 14^th March 2022: Following the announcement on 25 February 2022 that Seplat had entered into an agreement to acquire the entire share capital of Mobil Producing Nigeria Unlimited, the Remuneration Committee of the Board has granted awards under the LTIP to the Executive Directors of the Company in relation to the 2021 financial year and as set out in Seplat's 2020 Annual Report.  The grant of these awards at an earlier stage was delayed because of share dealing restrictions .

The following awards ("LTIP Awards") over ordinary shares of 0.5 Naira each ("Shares") of Seplat were granted under the LTIP to Executive Directors of the Company on 10th March 2022 (the "Award Date") as set out below using the average share price over the 5 day period prior to the date of grant.  As provided in the rules of the LTIP and the remuneration policy approved by shareholders, the Remuneration Committee has exercised its discretion to increase the number of shares from the normal limit (300% of salary for the Chief Executive Officer and 240% for other Executive Directors) to reflect the difference between the current share price and the price when awards relating to the 2021 financial year had been granted to other employees not impacted by share dealing restrictions (November 2021).  Vesting of the LTIP awards is dependent on continued employment and the achievement of relative and absolute Total Shareholder Return ("TSR") performance targets and a qualitative underpin over a three-year performance period which began on 1 January 2021.  The LTIP Awards will be subject to a two year post vesting holding period.  Full details of the vesting conditions of these LTIP Awards will be set out in the Company's 2021 Annual Report.

Name	Position	Total Number of Shares over which the award is granted*	Increase in number of shares from the normal limit at RemCo's Discretion	Total 2021 LTIP Award
Roger Brown	Chief Executive Officer	1,728,161	465,425	2,193,586
Emeka Onwuka	Chief Financial Officer	1,146,754	308,841	1,455,595
Effiong Okon	Operations Director	1,169,359	314,929	1,484,288

* In line with the Directors' Remuneration Policy, the number of Shares to be awarded was calculated by divi ding the monetary value of the salary multiple relevant for each Executive Director by the five-day average share price prior to the date on which the LTIP Awards were granted of £1.117.

The Remuneration Committee retains discretion to make adjustments to the LTIP Awards vesting level and amounts payable resulting from the application of the performance measures if it considers that the outcomes are not a fair and accurate reflection of corporate performance.

It should be noted that the Remuneration Committee is intending to grant LTIP Awards to Executive Directors relating to the 2022 financial year within 42 days of the announcement of Seplat's 2021 financial results (excluding any days in any close period).  Vesting of these LTIP Awards is dependent on continued employment and the achievement of relative and absolute TSR performance targets and a qualitative underpin over a three-year performance period which began on 1 January 2022.  For the avoidance of doubt this means that the Executive Directors will be granted two LTIP Awards in 2022, one relating to the 2021 financial year and delayed because of share dealing restrictions and one relating to the 2022 financial year.

On 10 March 2022   the Company also granted the following awards ("Deferred Share Awards") in respect of the 2020 Annual Bonus over Shares under the LTIP to Executive Directors of the Company as set out below.  Under the Directors' Remuneration Policy approved by   shareholders at Seplat's 2021 Annual General Meeting, 25% of the directors' annual bonus relating to the 2020 financial year is deferred into an award over Shares and the Shares will normally be released on 31 December 2022 (two years following the end of the performance year in respect of which the Deferred Share Award is granted) subject to continued employment in line with the LTIP rules. The grant of these Deferred Share Awards was also delayed because of share dealing restrictions.

Name	Position	Number of Shares over which the award is granted*
Roger Brown	Chief Executive Officer	83,182
Emeka Onwuka	Chief Financial Officer	26,864
Effiong Okon	Operations Director	62,522

* The number of Shares awarded was calculated by reference to Seplat's closing share price on 31 December 2020 of £0.65   as per the remuneration policy approved by shareholders and disclosed in the Company's 2020 Annual Report

Full details of the Company's achievements against the corporate performance targets applying to the 2018 LTIP Awards will be disclosed in the Company's 2021 Annual Report.

On 10 March 2022   the Company also granted the following awards ("Deferred Share Awards") in respect of the 2021 Annual Bonus over Shares under the LTIP to Executive Directors of the Company as set out below. Under the Directors' Remuneration Policy approved by   shareholders at Seplat's 2021 Annual General Meeting, 25% of the directors' annual bonus relating to the 2021 financial year is deferred into an award over Shares and the Shares will normally be released on 31 December 2023 (two years following the end of the performance year in respect of which the Deferred Share Award is granted) subject to continued employment in line with the LTIP rules.

Name	Position	Number of Shares over which the award is granted*
Roger Brown	Chief Executive Officer	207,813
Emeka Onwuka	Chief Financial Officer	114,915
Effiong Okon	Operations Director	117,180

* The number of Shares awarded was calculated by reference to Seplat's closing share price on 31 December 2021 of £0.836   as per the approved remuneration policy.

No consideration was paid for the grant of the above awards and no consideration is due on the vesting of awards.

The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.

-  ENDS -

For: Seplat Energy Plc

Mrs. Edith Onwuchekwa

Director Legal/Company Secretary

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Roger Brown
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Seplat Energy PLC
b)	LEI	029200711C4S4CB2E982
4	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
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of Seplat Energy PLC of 0.5 Naira each NGSEPLAT0008
b)	Nature of the transaction	Grant of nil-cost options in respect of (a) the 2021 Annual LTIP Award and (b) Deferred Share Award in respect of the 2020 Annual Bonus under the Seplat Energy Plc 2014 Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) Nil 2,193,586 2021 LTIP (b) Nil 83,182 2020 Deferred Shares (c) Nil 207,813 2021 Deferred Shares
d)	Aggregated information - Aggregated volume - Price	2,484,581 ordinary shares of 0.5 Naira each Nil consideration
e)	Date of the transaction	10 March 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Emeka Onwuka
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Seplat Energy PLC
b)	LEI	029200711C4S4CB2E982
4	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
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of Seplat Energy PLC of 0.5 Naira each NGSEPLAT0008
b)	Nature of the transaction	Grant of (a) the 2021 Annual LTIP Award and (b) Deferred Share Award in respect of 2020 Annual Bonus under the Seplat Energy Plc 2014 Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) Nil 1,455,595 2021 LTIP (b) Nil 26,864 2020 Deferred Shares (c) Nil 114,915 2021 Deferred Shares
d)	Aggregated information - Aggregated volume - Price	1,597,374 ordinary shares of 0.5 Naira each Nil consideration
e)	Date of the transaction	10 March 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Effiong Okon
2	Reason for the notification
a)	Position/status	Operations Director
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Seplat Energy PLC
b)	LEI	029200711C4S4CB2E982
4	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
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of Seplat Energy PLC of 0.5 Naira each NGSEPLAT0008
b)	Nature of the transaction	Grant of (a) the 2021 Annual LTIP Award and (b) Deferred Share Award in respect of 2020 Annual Bonus under the Seplat Energy Plc 2014 Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) Nil 1,484,288 2021 LTIP (b) Nil 62,522 2020 Deferred Shares (c) Nil 117,180 2021 Deferred Shares
d)	Aggregated information - Aggregated volume - Price	1,663,990 ordinary shares of 0.5 Naira each Nil consideration
e)	Date of the transaction	10 March 2022
f)	Place of the transaction	Outside a trading venue

Enquiries:

Seplat Energy PLC
Edith Onwuchekwa, Company Secretary Ngozi Osuzoka (Company Secretariat)	[phone] Ext 1110 [phone] Ext 1108
FTI Consulting
Ben Brewerton / Sara Powell / James Styles	[phone] [e-mail]

 

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