Director/PDMR Shareholding -

RNS Number : 6640F

Cairn Energy PLC

15 January 2010

 



FOR IMMEDIATE RELEASE                                                                             15 January 2010

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

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

in the Company's Shares - Replacement

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

At the Company's Extraordinary General Meeting held on 21 December 2009 shareholder approval was received for the conversion of the "Capricorn Unit Awards" previously made under the Company's Long Term Incentive Plan (2006) into awards over its ordinary shares of 8/13 pence each ("Ordinary Shares"). These "Converted Awards" over Ordinary Shares were subsequently granted on 22 December 2009 under the rules of the Replacement LTIP.

Cairn announces that, on 14 January 2010, Converted Awards held by the Executive Directors and a PDMR vested in respect of a total of 6,482,903 Ordinary Shares in accordance with the rules of the Replacement LTIP. Details of these vestings are as follows:-

Executive Director /  PDMR	Number of Ordinary Shares originally subject to Converted Award	Number of Ordinary Shares that vested on 14 January*
Sir Bill Gammell	953,033	1,267,533
Dr Mike Watts	1,042,379	1,386,364
Malcolm Thoms	297,823	396,104
Phil Tracy	595,646	792,209
Jann Brown	496,371	660,173
Simon Thomson	744,557	990,260
Richard Heaton	744,557	990,260

*On the basis that the Company's total shareholder return over the performance period applicable to these Converted Awards was (i) above the upper decile ranking in the specified comparator group; and (ii) in excess of 150%, the rules of the Replacement LTIP required a "multiplier" of 1.33 to be applied in determining the number of Ordinary Shares that vested. 

Following the above vesting, a total of 2,652,257 Ordinary Shares acquired by the Executive Directors' / PDMR were sold on their behalf at a price of £3.6125 per Ordinary Share on 14 January 2010 in order to fund the tax and national insurance liabilities arising on vesting. The balance of the Ordinary Shares acquired are subject to an extended holding period during which they will be held by the Company's Employees' Share Trust (the "Trust") as nominee for each of the individuals. This holding period (during which the Ordinary Shares cannot be sold and may be forfeited in certain specified circumstances) will normally expire on 9 January 2013. Details of these sales / withholdings are set out below:

Executive Director / PDMR	Number of Ordinary Shares acquired on vesting that were sold on 14 January 2010	Number of Ordinary Shares acquired on vesting that are subject to holding period
Sir Bill Gammell	518,568	748,965
Dr Mike Watts	567,183	819,181
Malcolm Thoms	162,052	234,052
Phil Tracy	324,105	468,104
Jann Brown	270,087	390,086
Simon Thomson	405,131	585,129
Richard Heaton	405,131	585,129

2.    Vesting of awards under the Company's Long Term Incentive Plan (the "2006 LTIP")

Cairn also announces that, on 14 January 2009, a total of 1,797,472 Ordinary Shares vested in favour of the Executive Directors and a PDMR in respect of "Cairn India Awards" originally granted on 29 March 2007 under the 2006 LTIP. Details of these vestings are as follows:

Executive Director / PDMR	Number of Cairn India Units originally subject to Cairn India Award	Number of Cairn India Units that vested on 14 January 2010	Number of Ordinary Shares to which the individual became entitled as a consequence of vesting
Sir Bill Gammell	515,118	412,979	452,907
Dr Mike Watts	187,803	150,564	165,121
Malcolm Thoms	482,923	387,167	424,600
Phil Tracy	321,949	258,112	283,067
Jann Brown	268,291	215,093	235,889
Simon Thomson	134,145	107,546	117,944
Richard Heaton	134,145	107,546	117,944

*The number of Ordinary Shares to which a participant became entitled on the vesting of the above Cairn India Awards was calculated by reference to (i) a fair market value per Cairn India Limited share of INR 293.15 (being the closing price of such a share on the day preceding the vesting date); and (ii) a market value per Ordinary Share of £3.62 (being the closing middle market quotation of an Ordinary Share on the day preceding the vesting date).

In accordance with the rules of the 2006 LTIP, 50% of the above Ordinary Shares have been transferred to the relevant individuals by the trustee of the Trust. The remaining 50% of the Ordinary Shares will be withheld by the Trust and will normally be released to the individuals after one year.  

Following the above transfer, a total of 764,607 Ordinary Shares were sold on behalf of the Executive Directors / PDMR at a price of £3.625 per Ordinary Share on 15 January 2010.

Details of these sales / withholdings are set out below:

Executive Director / PDMR	Number of Ordinary Shares released on vesting	Number of Ordinary Shares sold on 15 January 2010	Number of Ordinary Shares that remain subject to holding period
Sir Bill Gammell	226,453	92,326	226,454
Dr Mike Watts	82,560	82,560	82,561
Malcolm Thoms	212,300	212,300	212,300
Phil Tracy	141,533	141,533	141,534
Jann Brown	117,944	117,944	117,945
Simon Thomson	58,972	58,972	58,972
Richard Heaton	58,972	58,972	58,972

3.    Additional transactions by Directors and PDMR

Finally, Cairn also announces that, on 15 January 2009, the Non-Executive Chairman, certain Executive Directors and a PDMR sold a further 2,127,334 Ordinary Shares at a price of £3.625 per share; and that Malcolm Thoms' spouse purchased 266,299 shares at a price of £3.625 per share. 

  Details of these transactions are as follows:

Director / PDMR	Number of Ordinary Shares sold on 15 January 2010	Number of Ordinary Shares purchased on 15 January 2010
Norman Murray	200,000	-
Sir Bill Gammell	384,684	-
Dr Mike Watts	278,960	-
Malcolm Thoms	488,690	266,299
Phil Tracy	-	-
Jann Brown	375,000	-
Simon Thomson	-	-
Richard Heaton	400,000	-

In addition to the above, Sir Bill Gammell today gifted a total of 88,000 Ordinary Shares to three charitable trusts.

4.    Summary of current holdings of Directors / PDMR

Following this announcement, the Directors' / PDMR's beneficial interests in the Ordinary Shares of the Company are as follows:-

Director / PDMR	Previous Ordinary Shares1	Current Ordinary Shares2	% Issued Share Capital	Outstanding Awards under the 2006 LTIP		Outstanding Awards under Replacement LTIP	Outstanding Awards under 2009 LTIP
				Cairn India Units	Ordinary Shares (subject to holding period) 3	Ordinary Shares	Ordinary Shares
Norman Murray	400,000	200,000	0.014		-	-	-
Hamish Grossart	50,000	50,000	0.004		-	-	-
Todd Hunt	182,800	182,800	0.013		-	-	-
Mark Tyndall	40,620	40,620	0.003		-	-	-
Iain McLaren	20,000	20,000	0.001		-	-	-
Dr Jim Buckee	33,620	33,620	0.002		-	-	-
Sir Bill Gammell	3,521,370	3,931,778	0.272	223,600	226,454	546,291	674,000
Dr Mike Watts	1,878,960	2,419,181	0.173	81,520	82,561	597,507	655,000
Malcolm Thoms	488,690	500,351	0.036	139,750	212,300	341,432	421,000
Phil Tracy	0	468,104	0.034	139,750	141,534	341,432	421,000
Jann Brown	381,110	396,196	0.027	116,460	117,945	284,527	491,000
Simon Thomson	13,000	598,129	0.043	58,230	58,972	426,790	491,000
Richard Heaton	600,000	785,129	0.056	0	58,972	569,054	351,000

1    The previous Ordinary Shares are those disclosed in the directors' interests announcement dated 22 December 2009 and exclude the shares which vested on 14 January 2010.

2    On the vesting of Converted Awards under the Replacement LTIP, the Ordinary Shares acquired by a participant are beneficially owned by him / her throughout the holding period. As a result, these Ordinary Shares have been included in the second column of the above table.  

3    Under the 2006 LTIP, any Ordinary Shares not released immediately on vesting are not beneficially owned by the participant until the expiry of the one year holding period. As a result, these Ordinary Shares have not been included in the second column of the above table.

 

END

 

 

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