Seplat Petroleum Development Company plc
("Seplat" or the "Company")
Notification of Transactions by Directors/Persons Discharging Managerial Responsibility
2016 Share Awards granted under the under the 2014 Long-Term Incentive Plan ("LTIP")
The following share awards have been provisionally granted to Executive Directors of the Company on 24th March 2016. No consideration was paid for the grant of the awards and no consideration is due on the vesting of awards. These share awards are subject to final NSE approval.
Name |
Position |
Number of performance related share awards granted under the Seplat Long-Term Incentive Plan*
.
|
Number of share awards granted in 2016 relating to annual bonus for the year ending 31st December 2015* |
Austin Avuru |
Chief Executive Officer |
1,621,536 |
134,849 |
Stuart Connal |
Chief Operations Officer |
985,894 |
56,935 |
Roger Brown |
Chief Financial Officer |
985,894 |
55,826 |
|
|
|
|
* Share awarded calculated by reference to share price of £0.99
The share awards will normally vest on the third anniversary of the date of grant subject to the achievement of stretching performance targets set by reference to relative Total Shareholder Return against a comparator group of listed E&P companies and an underpin linked to reserves growth. Vested shares will be subject to an additional two year holding period in line with corporate governance best practice. Under the remuneration policy approved by shareholders, 25% of the annual bonus paid for a financial year is deferred into shares and released in three years subject to continued employment in line with corporate governance best practice. No consideration was paid for the grant of these awards and no consideration is due on the vesting of awards.
Details of outstanding share awards granted since IPO
Set out below are details of all outstanding share awards granted to Executive Directors and shares allotted to the Non-Executive Directors since the date of IPO.
Global Offer Bonus share awards under the 2014 Long-Term Incentive Plan ("LTIP")
The Chairman and Executive Directors hold the following conditional share awards.
Name |
Position |
Number of Global Offer Bonus awards* |
A.B.C Orjiako |
Chairman |
877,500 |
Austin Avuru |
Chief Executive Officer |
767,812 |
Stuart Connal |
Chief Operations Officer |
642,856 |
Roger Brown |
Chief Financial Officer |
535,714 |
|
|
|
*Share awards calculated by reference to Global Offer Price of £2.10
Under the terms of these Global Bonus Awards, 50% of the Global Offer Bonus awards vested on Admission and were subject to a holding period until the first anniversary of listing (being 9 April 2015), with the remaining 50% vesting on the first anniversary of Admission subject to the achievement of stretching performance targets around relative Total Shareholder Return and reserves growth. These vested shares are subject to a one year holding period until the second anniversary of listing, being 9 April 2016. No consideration was paid for the grant of the awards and no consideration is due on the vesting of awards.
Annual share awards granted under the LTIP in 2014 and 2015
The Executive Directors hold the following conditional share awards:-
Name |
Position |
Number of performance related share awards granted in 2014*
|
Number of share awards granted in 2015 relating to annual bonus for the year ending 31st December 2014** |
Number of performance related share awards granted in 2015*** |
Austin Avuru |
Chief Executive Officer |
595,238 |
98,187 |
1,120,500 |
Stuart Connal |
Chief Operations Officer |
339,285 |
61,012 |
681,264 |
Roger Brown |
Chief Financial Officer |
339,285 |
53,502 |
681,264 |
|
|
|
|
|
*Share awards calculated by reference to Global Offer Price of £2.10.
** Share awarded calculated by reference to share price of £1.27.
***Share awards calculated by reference to share price of £1.44. 2015 share awards are still subject to NSE approval.
The 2014 performance related share awards will vest on 9th April 2017 and the 2015 performance related share awards on 21st April 2018 subject to the achievement of stretching performance targets linked to relative Total Shareholder Return and reserves growth. Vested shares will be subject to an additional two year staggered holding period thereafter in line with corporate governance best practice. Under the remuneration policy approved by shareholders, 25% of the annual bonus paid for a financial year is deferred into shares and released in three years subject to continued employment in line with corporate governance best practice. No consideration was paid for the grant of these awards and no consideration is due on the vesting of awards
Formal Allotment of Shares to Non-Executive Directors
In line with the disclosures made in the IPO prospectus, all non-executive directors who had served on the Board during the nine months prior to the date of the IPO were to be allotted shares in the Company at nominal value as part of their remuneration structure pre-flotation as set out below. There is no intention to allot further shares at nominal value to non-executive directors.
Name |
Number of shares awarded at nominal value |
Michael Alexander |
95,238 |
Michel Hochard |
95,238 |
Mac Ofurhie |
95,238 |
Basil Omiyi |
95,238 |
Ifueko Omoigui-Okauru |
95,238 |
Charles Okeahalam |
95,238 |
Lord Mark Malloch Brown |
31,746** |
Jean-Francois Henin*** |
95,238 |
Alhaji Nasir Ado Bayero*** |
95,238 |
* Share awards calculated by reference to Global Offer Price of £2.10
** Pro-rated for time served
*** No longer directors
Under the terms of the allotment there is a restriction on sale of these shares.
Full details of all the above share awards and share allotment to the NEDs are contained in the remuneration policy approved by shareholders and set out in the Directors' Remuneration Report in the Company's 2014 Annual Report which is available on the Company's website http://www.seplatpetroleum.comt and the Company's IPO prospectus available on the Company's website, http://www.seplatpetroleum.com.
This notification is made in accordance with DTR 3.1.4R(1)(a).
Enquiries:
Seplat Petroleum Development Company Plc |
|
Dr. Mirian Kachikwu, General Counsel Ngozi Osuzoka (company secretariat) |
+234 1 277 0400 Ext 1110 +234 1 277 0444 Ext 1108 |
FTI Consulting |
|
Ben Brewerton / Sara Powell / James Styles |
+44 (0) 203 727 1000 |