Director/PDMR Shareholding

RNS Number : 0012P

Trinity Exploration & Production

25 August 2017

 

25 August 2017

Trinity Exploration & Production plc
("Trinity" or the "Company")

Director/PDMR shareholding

2017 Grant of one-off awards under the Long-Term Incentive Plan

Trinity (AIM: TRIN), the leading independent E&P company focused on Trinidad and Tobago, announces that on 25 August 2017 the Company issued awards under its Long-Term Incentive Plan ("LTIP") to the Executive Directors and other key employees ("management").

The LTIP comprises an important aspect of Trinity's remuneration philosophy and allows management to share in the Company's success when the business strategy is executed successfully. Furthermore, the Company recognises the need to ensure that management are retained and incentivised to grow the value of the business and generate shareholder returns over its next phase of development following the funding and share reorganisation in January 2017.

The Company believes that this one-off award will give management the opportunity to build up a meaningful shareholding in Trinity which further aligns their interest with shareholders and will help maintain the culture within Trinity which encourages strong and sustained corporate performance that drives absolute returns to shareholders over the longer-term.

As a result, the Company announces the grant of Options over 25,415,998 ordinary shares (representing 9.0 per cent of the Company's issued share capital) under the LTIP on 25 August 2017, including awards to the Executive Directors as shown in the table below:

Name	Position	NUMBER OF ORDINARY SHARES SUBJECT TO THE OPTION
Bruce Dingwall	Executive Chairman	9,022,129
Jeremy Bridglalsingh	Chief Financial Officer	5,171,221

The Options will normally vest on 30 June 2022, subject to meeting performance targets relating to:

-     In respect of 70 per cent of the award, the Company's share price growth from the 2017 placing price of 4.98 pence per share. If the 3 month volume-weighted price ("VWAP") at the testing date is 35 pence or more per share, this part of the award will vest in full.  If the VWAP at the testing date is 4.98 pence per share or less, this part of the award will not vest at all.  If the VWAP at the testing date is between 4.98 pence and 35 pence per share, this part of the award will vest on a pro-rated straight-line basis;

-     In respect of 20 per cent of the award, repayment of the amount due to the Board of Inland Revenue of Trinidad and Tobago ("BIR") in accordance with the terms of the Creditors Proposal approved in 2017.  The final payment under the Creditors Proposal is due on 30 September 2019; and

-     In respect of 10 per cent of the award, redemption of all the Convertible Loan Notes issued in January 2017 before the second anniversary of their issue.  

The Options could, however, vest in whole or in part on 30 June 2020 or 30 June 2021 to the extent that the relevant performance conditions have been met. Subject to meeting these conditions and continued employment in the Company, the Options are exercisable at nil cost by the participants.

The Company may in future make additional one off awards in respect of Options over a further 2,824,000 ordinary shares (representing 1.0 per cent of the Company's issued share capital) on the same terms as the 2017 LTIP Awards.  It is intended that such awards, if made, will be to new joiners or to award exceptional performance. 

The current intention of the Company is that the aggregate number of ordinary shares that may be issued or reserved for issuance under awards granted pursuant to the LTIP may not exceed 15 per cent of the Company's issued share capital. This includes the 10 per cent relating to the one-off 2017 LTIP Awards and up to 1 per cent per annum for future 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.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Bruce Dingwall
2	Reason for the notification
a)	Position/status	Executive Chairman
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Trinity Exploration & Production plc
b)	LEI	N/A
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 USD 0.01 per share par value GB00B8JG4R91
b)	Nature of the transaction	Grant of Options under the Trinity Exploration & Production plc Long-Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 9,022,129
d)	Aggregated information - Aggregated volume - Price	9,022,129 ordinary shares of USD 0.01 per share par value Nil consideration
e)	Date of the transaction	25 August 2017
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Jeremy Bridglalsingh
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	Trinity Exploration & Production plc
b)	LEI	N/A
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 USD 0.01 per share par value GB00B8JG4R91
b)	Nature of the transaction	Grant of Options under the Trinity Exploration & Production plc Long-Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 5,171,221
d)	Aggregated information - Aggregated volume - Price	5,171,221 ordinary shares of USD 0.01 per share par value Nil consideration
e)	Date of the transaction	25 August 2017
f)	Place of the transaction	Outside a trading venue

For further information please visit: www.trinityexploration.com  or contact:

Trinity Exploration & Production James Menzies, Chair of the Remuneration Committee	Tel: [phone]
SPARK Advisory Partners Limited (Nominated & Financial Adviser) Mark Brady Miriam Greenwood James Keeshan	Tel: [phone]
Walbrook PR (PR Adviser) Nick Rome	[e-mail] Tel: [phone]

About Trinity (www.trinityexploration.com)

Trinity is an independent oil and gas exploration and production company focused solely on Trinidad and Tobago.  Trinity operates producing and development assets both onshore and offshore, in the shallow water West and East Coasts of Trinidad. Trinity's portfolio includes current production, significant near-term production growth opportunities from low risk developments and multiple exploration prospects with the potential to deliver meaningful reserves/resources growth.  The Company operates all of its nine licences and, across all of the Group's assets, management's estimate of 2P reserves as at the end of 2016 was 21.3 mmbbls (excluding the Guapo-1 license which was disposed of in April 2016). Group 2C contingent resources are estimated to be 21.1 mmbbls. The Group's overall 2P plus 2C volumes are therefore 42.3 mmbbls.

Trinity is quoted on the AIM market of the London Stock Exchange under the ticker TRIN.

 

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