Last checked at 21 Dec 2016 16:06
21 December 2016
Bowleven plc ("Bowleven" or the "Company")
Conditional vesting of 2013 LTIP Awards and Grant of 2016 LTIP Awards
Conditional Vesting of 2013 LTIP Awards
Bowleven announces that, following the expiry of the three year performance period applicable to the 2013 grant of awards under Bowleven's 2006 Long Term Incentive Plan ("2006 LTIP") ("the 2013 LTIP Awards") on 4 December 2016, Bowleven's total shareholder return ("TSR") was ranked in the upper quartile when compared with the TSR achieved over such performance period by a comparator group of companies. As announced at the time the 2013 LTIP Awards were granted, the calculation of Bowleven's TSR for these purposes was carried out by reference to a deemed "starting price" of 50 pence per share (which was higher than required (37.50 pence per share) under the terms of the 2006 LTIP).
In light of the above, 100% of the 2013 LTIP Awards would ordinarily have vested in favour of the following persons discharging managerial responsibilities ("PDMR"):
PDMR | No. of shares comprised in 2013 LTIP Award
|
David Clarkson | 480,000 |
Kerry Crawford | 289,626 |
Kevin Hart | 706,136 |
Mbi Tabetando | 260,000 |
Ed Willett | 441,334 |
However, the above PDMRs and the Remuneration Committee have agreed that the vesting of the 2013 LTIP Awards should be deferred.
Consequently, it has been deemed appropriate that the vesting of the 2013 LTIP Awards should be made subject to the further condition that the Remuneration Committee is satisfied that there has been an overall satisfactory and sustained improvement in the performance of the Company over an additional period which will ordinarily end on 4 June 2017.
Grant of 2016 LTIP Awards
In accordance with the Company's remuneration policy, the Remuneration Committee resolved on 19 December 2016 to grant awards over ordinary shares in the Company under the terms of its 2015 Long Term Incentive Plan approved by shareholders on 16 December 2015 ("2015 LTIP") to certain members of the executive and senior management of the Company as set out in the table below.
PDMR | No. of shares over which awards granted on 19 December 2016 |
Brian Cassidy | 459,184 |
David Clarkson | 734,694 |
Kerry Crawford | 673,469 |
Kevin Hart | 1,113,245 |
Tom Newell | 397,959 |
The above awards will ordinarily vest on or around the third anniversary of the date of grant but only to the extent that certain performance conditions are satisfied. Consistent with previous awards made under the 2015 LTIP, these performance conditions relate to the TSR generated by the Company over the period of three years from grant compared to a selected group of 14 comparator companies chosen by the Remuneration Committee. Awards under the 2015 LTIP only vest where Bowleven's TSR over the relevant performance period is at least the median of the comparator group. 20% of an award vests where Bowleven's TSR is the median (i.e. 8th position); 40% where Bowleven's TSR is in 7th position; 60% where Bowleven's TSR is in 6th position; 80% where Bowleven's TSR is in 5th position; and 100% where Bowleven's TSR is in the upper quartile (i.e. 4th position or above). In addition, no awards vest unless the Remuneration Committee in its absolute discretion is also satisfied that there has been an overall satisfactory and sustained improvement in the performance of the Company during the relevant performance period.
The 2016 LTIP awards referred to above were based on a share price of 24.50 pence per share, being the Company's closing share price on 16 December 2016. No consideration was payable by the PDMRs for the grant of the above awards.
2016 PDMRs' Remuneration
Although a number of key objectives were met during the year, the Company's Remuneration Committee, with the support of the Executive Directors, has resolved that no bonuses will be payable to PDMRs in respect of the calendar year ending 31 December 2016.
ENQUIRIES
For further information please contact:
Bowleven plc
Kevin Hart, Chief Executive 00 44 131 524 5678
Kerry Crawford, Finance Director
Brunswick Group LLP
Patrick Handley 00 44 207 404 5959
Simon Maine
Macquarie Capital (Europe) Limited (Nomad)
Alex Reynolds 00 44 203 037 2000
Nicholas Harland
Nick Stamp
The following notifications are intended to satisfy the Company's obligations under Article 19(3) of EU Regulation No 596/2014 (the Market Abuse Regulation).
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Brian Cassidy | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Head of Legal and Company Secretary) | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Bowleven 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 | Ordinary shares of 10p each ("Shares") | ||||
Identification code | GB00B04PYL99 | |||||
b) | Nature of the transaction | Award of conditional right to acquire Shares pursuant to the terms of the Bowleven Long Term Incentive Plan 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 19 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | David Clarkson | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Chief Operating Officer) | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Bowleven 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 | Ordinary shares of 10p each ("Shares") | ||||
Identification code | GB00B04PYL99 | |||||
b) | Nature of the transaction | Award of conditional right to acquire Shares pursuant to the terms of the Bowleven Long Term Incentive Plan 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 19 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Kerry Crawford | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Finance Director) | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Bowleven 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 | Ordinary shares of 10p each ("Shares") | ||||
Identification code | GB00B04PYL99 | |||||
b) | Nature of the transaction | Award of conditional right to acquire Shares pursuant to the terms of the Bowleven Long Term Incentive Plan 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 19 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Kevin Hart | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (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 | Bowleven 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 | Ordinary shares of 10p each ("Shares") | ||||
Identification code | GB00B04PYL99 | |||||
b) | Nature of the transaction | Award of conditional right to acquire Shares pursuant to the terms of the Bowleven Long Term Incentive Plan 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 19 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Tom Newell | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Exploration Manager) | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Bowleven 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 | Ordinary shares of 10p each ("Shares") | ||||
Identification code | GB00B04PYL99 | |||||
b) | Nature of the transaction | Award of conditional right to acquire Shares pursuant to the terms of the Bowleven Long Term Incentive Plan 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 19 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange | ||||