Last checked at 4 Apr 2019 10:10
FOR IMMEDIATE RELEASE 4 April 2019
CAIRN ENERGY PLC ("Cairn" or "the Company")
Interests of Directors / Persons Discharging Managerial Responsibility ("PDMRs")
in the Company's Shares
1. Exercise of balance of 2015 Awards under the Company's Long Term Incentive Plan 2009 ("the 2009 LTIP")
Cairn announces that, on 3 April 2019, it received notices of exercise from the Executive Directors and PDMRs detailed below in relation to Awards over ordinary shares of 231/169 pence each ("Shares") that had originally been granted under the rules of the 2009 LTIP on 19 March 2015.
These exercises relate to the proportions of the above Awards that originally vested on 26 March 2018 but which were subject to a further holding period of one year.
A summary of the above events / transactions is as follows:
Executive Director / PDMR |
Shares originally subject to Award |
Total Shares that vested on 26 March 2018 |
Shares in respect of which Award became exercisable on 3 April 2019
|
Shares acquired on 3 April 2019 pursuant to the exercise of Award |
Simon Thomson, Chief Executive | 877,190 | 496,927 | 248,464 | 248,464 |
James Smith, Chief Financial Officer | 570,529 | 323,204 | 161,602 | 161,602 |
Paul Mayland, Chief Operating Officer | 476,188 | 269,760 | 134,880 | 0* |
Brita Holstad, Regional Director, UK & Norway | 205,312 | 116,309 | 58,155 | 58,155 |
Douglas Taylor, Deputy Finance Director | 178,222 | 100,962 | 50,481 | 50,481 |
David Nisbet, Director, Corporate Affairs | 202,728 | 114,845 | 57,423 | 57,423 |
* Paul Mayland has chosen not to exercise his Award at this time.
The above Awards (which are in the form of "nil-cost" options) vested, in part, on 26 March 2018 following the expiry of the applicable three-year performance period. The extent of such vesting reflected the fact that the Company's total shareholder return over that period was above the median ranking in the specified comparator group.
Under the 2009 LTIP's rules, 50% of these vested Awards were immediately exercisable, with the balance becoming exercisable after a further holding period of one year (subject to any dealing restrictions in place at that time). The exercise of the immediately exercisable portion of these Awards by the above individuals was previously announced by the Company on 28 March 2018.
2. Subsequent sale of Shares
Following the exercises summarised in section 1. above, a total of 284,534 Shares that had been acquired by the individuals below were sold on their behalf at a price of £1.599 per Share on 3 April 2019, substantially in order to fund the tax and national insurance liabilities arising on exercise.
Details of these sales are as follows:
Executive Director / PDMR
| Number of Shares Sold on 3 April 2019
|
Simon Thomson | 119,503 |
James Smith | 77,726 |
Brita Holstad | 27,389 |
Douglas Taylor | 24,281 |
David Nisbet | 35,635 |
3. Lapse of 2016 Awards under the 2009 LTIP
Cairn also announces that the remuneration committee of its board of directors has completed its assessment of the performance conditions governing the Awards over Shares that had originally been granted to the Executive Directors and PDMRs detailed below on 16 March 2016 under the 2009 LTIP.
The above assessment concluded that, over the applicable three-year performance period, the Company's total shareholder return was below the median ranking in the specified comparator group. As a consequence, all these Awards lapsed immediately in full and have ceased to exist.
A summary of the above events is as follows:
Executive Director / PDMR |
Shares originally subject to Award |
Total Shares that lapsed |
Simon Thomson, Chief Executive | 856,994 | 856,994 |
James Smith, Chief Financial Officer | 557,395 | 557,395 |
Paul Mayland, Chief Operating Officer | 479,208 | 479,208 |
Brita Holstad, Regional Director, UK & Norway | 202,778 | 202,778 |
Richard Ember, Regional Director, International | 193,512 | 193,512 |
Miles Warner, General Manager, Senegal | 206,111 | 206,111 |
Douglas Taylor, Deputy Finance Director | 174,119 | 174,119 |
David Nisbet, Director, Corporate Affairs | 198,061 | 198,061 |
4. Summary of current holdings of Executive Directors / PDMRs
Following the above exercises, sales nd lapses (and the 2019 LTIP Awards announced by the Company on 13 March 2019), the Executive Directors' and PDMRs' beneficial interests in the Shares of the Company are as follows:
Executive Director / PDMR | Previous Shares | Current Shares | % Issued Share Capital | Outstanding entitlements under 2009 and 2017 LTIPs
| |
Unvested Awards still subject to performance conditions | Vested but unexercised Awards* | ||||
Simon Thomson | 1,211,397 | 1,340,358 | 0.227 | 2,172,120 | 0 |
James Smith | 461,204 | 545,080 | 0.092 | 1,412,759 | 0 |
Eric Hathon | 31,759 | 31,759 | 0.005 | 1,163,771 | 0 |
Paul Mayland | 522,149 | 522,149 | 0.089 | 1,214,590 | 134,880 |
Brita Holstad | 157,783 | 188,549 | 0.032 | 574,017 | 0 |
Richard Ember | 49,402 | 49,402 | 0.008 | 500,280 | 69,932 |
Miles Warner | 15,000 | 15,000 | 0.003 | 528,715 | 0 |
Douglas Taylor | 212,389 | 238,589 | 0.040 | 450,144 | 0 |
David Nisbet | 85,271 | 107,059 | 0.018 | 585,187 | 0 |
* This column includes all outstanding Awards that have vested following the expiry of the applicable performance period, regardless of whether or not they are currently capable of being exercised under the rules of the applicable LTIP.
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 | Simon Thomson | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Executive | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Cairn Energy PLC | ||||
b) | LEI | 213800ZJEUQ8ZOC9AL24 | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Sale of Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | James Smith | ||||
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 | Cairn Energy PLC | ||||
b) | LEI | 213800ZJEUQ8ZOC9AL24 | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Sale of Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Brita Holstad | ||||
2 | Reason for the notification | |||||
a) | Position/status | Regional Director, UK & Norway | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Cairn Energy PLC | ||||
b) | LEI | 213800ZJEUQ8ZOC9AL24 | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Sale of Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Douglas Taylor | ||||
2 | Reason for the notification | |||||
a) | Position/status | Deputy 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 | Cairn Energy PLC | ||||
b) | LEI | 213800ZJEUQ8ZOC9AL24 | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Sale of Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | David Nisbet | ||||
2 | Reason for the notification | |||||
a) | Position/status | Director, Corporate Affairs | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Cairn Energy PLC | ||||
b) | LEI | 213800ZJEUQ8ZOC9AL24 | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2015. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||
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 231/169 pence each ("Shares") | ||||
Identification code | GB00B74CDH82 | |||||
b) | Nature of the transaction | Sale of Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable | ||||
e) | Date of the transaction | 3 April 2019 | ||||
f) | Place of the transaction | London Stock Exchange | ||||