10 May 2019 07:00
10 May 2019
Diversified Gas & Oil PLC
("DGO" or the "Company")
Grant of Share Options
Diversified Gas & Oil PLC (AIM: DGOC), the US based owner and operator of natural gas, natural gas liquids and oil wells as well as midstream assets, announces that upon the recommendation of the DGO Remuneration Committee, on 9 May 2019, the Company granted share options over a total of 8,520,000 ordinary shares of 1p each in the Company ("New Share Options") pursuant to the Company's Share Option Scheme (the "Scheme"). The Scheme is intended to promote long term shareholdings by executive directors and senior management, aligning their interests with other shareholders.
This award includes 5,300,000 New Share Options granted to the following executive directors and persons discharging managerial responsibilities ("PDMRs"):
| Number of Ordinary Shares | % of existing share capital | Existing share options held(1) | New Share Options granted | Total share optionsheld | Total share options as % of issued share capital |
Executive Directors |
|
|
|
|
|
|
Robert "Rusty" Hutson Jr | 20,250,000 | 2.92% | 6,000,000 | 2,400,000 | 8,400,000 | 1.21% |
Bradley Gray | 2,237,981 | 0.32% | 2,750,000 | 1,100,000 | 3,850,000 | 0.55% |
PDMRs |
|
|
|
|
|
|
Eric Williams | 38,855 | 0.01% | 1,805,000 | 700,000 | 2,505,000 | 0.36% |
Michael Garrett | - | - | 750,000 | 200,000 | 1,025,000 | 0.14% |
Bryan Berry | - | - | 750,000 | 200,000 | 950,000 | 0.14% |
Bobby Cayton | - | - | 600,000 | 200,000 | 800,000 | 0.12% |
Maverick Bentley | - | - | - | 500,000 | 500,000 | 0.07% |
(1) Total includes options granted previously in the form of Restricted Stock Units
In summary the principal terms of these New Share Options are:
· exercisable at a price of 120 pence per share;
· a three-year vesting period, ordinarily vesting on the date on which the Company's Remuneration Committee determines the extent to which certain performance conditions relating to Earnings Per Share growth and Total Shareholder Return thresholds have been satisfied (the "Vesting Date");
· all New Share Options are subject to meeting performance conditions;
· subject to malus, clawback and post-employment restrictions in the event of a material misstatement of the Company's financial results, gross misconduct, material error in the calculation of performance conditions or in such other exceptional circumstances as the Remuneration Committee sees fit; and
· granted to the executive directors are further subject to an additional two-year holding period from the Vesting Date.
Following the above grants, the Company has a total of 24,481,668 new Ordinary shares currently under option, representing approximately 3.53 per cent of the Company's issued share capital.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For further information, please contact:
|
| Diversified Gas & Oil PLC Rusty Hutson Jr., Chief Executive Officer Brad Gray, Chief Operating Officer and Finance Director Eric Williams, Chief Financial Officer www.dgoc.com
| + 1 (205) 408 0909
|
|
| Cenkos Securities plc Nominated Adviser Russell Cook Katy Birkin Ben Jeynes
| +44 (0)20 7397 8900
|
|
| Mirabaud Securities Limited Joint Broker Peter Krens Edward Haig-Thomas
| +44 (0)20 3167 7221
|
|
| Stifel Nicolaus Europe Limited Joint Broker Callum Stewart Nicholas Rhodes Ashton Clanfield
| +44 (0)20 7710 7600 |
|
| Buchanan Financial Public Relations Ben Romney Chris Judd James Husband dgo@buchanan.uk.com | +44 (0)20 7466 5000
|
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Robert "Rusty" Russell Hutson Jr
| |
2 | Reason for the notification
| ||
a) | Position/status | 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 | Diversified Gas & Oil plc
| |
b) | LEI | 213800YR9TFRVHPGOS67
| |
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 | Options over ordinary shares of 1 pence each
| |
| Identification code | GB00BYX7JT74
| |
b) | Nature of the transaction | Grant of share options over ordinary shares of 1p each
| |
c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
£1.20 | 2,400,000
| ||
d) | Aggregated information | N/A (single transaction)
| |
| Aggregated volume | N/A (single transaction)
| |
| Price | N/A (single transaction)
| |
e) | Date of the transaction | 9 May 2019
| |
f) | Place of the transaction | XOFF
| |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Bradley Grafton Gray
| |
2 | Reason for the notification
| ||
a) | Position/status | Chief Operating Officer & 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 | Diversified Gas & Oil plc
| |
b) | LEI | 213800YR9TFRVHPGOS67
| |
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 | Options over ordinary shares of 1 pence each
| |
| Identification code | GB00BYX7JT74
| |
b) | Nature of the transaction | Grant of options over ordinary shares of 1 pence each
| |
c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
£1.20 | 1,100,000
| ||
d) | Aggregated information | N/A (single transaction)
| |
| Aggregated volume | N/A (single transaction)
| |
| Price | N/A (single transaction)
| |
e) | Date of the transaction | 9 May 2019
| |
f) | Place of the transaction | XOFF
| |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Eric Michael Williams
| |
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 | Diversified Gas & Oil plc
| |
b) | LEI | 213800YR9TFRVHPGOS67
| |
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 | Options over ordinary shares of 1 pence each
| |
| Identification code | GB00BYX7JT74
| |
b) | Nature of the transaction | Grant of options over ordinary shares of 1 pence each
| |
c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
£1.20 | 700,000
| ||
d) | Aggregated information | N/A (single transaction)
| |
| Aggregated volume | N/A (single transaction)
| |
| Price | N/A (single transaction)
| |
e) | Date of the transaction | 9 May 2019
| |
f) | Place of the transaction | XOFF
| |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Michael Walton Garrett
| |
2 | Reason for the notification
| ||
a) | Position/status | Vice President of Accounting and Controller
| |
b) | Initial notification/Amendment | Initial Notification
| |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Diversified Gas & Oil plc
| |
b) | LEI | 213800YR9TFRVHPGOS67
| |
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 | Options over ordinary shares of 1 pence each
| |
| Identification code | GB00BYX7JT74
| |
b) | Nature of the transaction | Grant of options over ordinary shares of 1 pence each
| |
c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
£1.20 | 200,000
| ||
d) | Aggregated information | N/A (single transaction)
| |
| Aggregated volume | N/A (single transaction)
| |
| Price | N/A (single transaction)
| |
e) | Date of the transaction | 9 May 2019
| |
f) | Place of the transaction | XOFF
| |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Bryan Keith Berry
| |
2 | Reason for the notification
| ||
a) | Position/status | Vice President of Finance
| |
b) | Initial notification/Amendment | Initial Notification
| |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Diversified Gas & Oil plc
| |
b) | LEI | 213800YR9TFRVHPGOS67
| |
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 | Options over ordinary shares of 1 pence each
| |
| Identification code | GB00BYX7JT74
| |
b) | Nature of the transaction | Grant of options over ordinary shares of 1 pence each
| |
c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
£1.20 | 200,000
| ||
d) | Aggregated information | N/A (single transaction)
| |
| Aggregated volume | N/A (single transaction)
| |
| Price | N/A (single transaction)
| |
e) | Date of the transaction | 9 May 2019
| |
f) | Place of the transaction | XOFF
| |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Bobby Joe Cayton
| |
2 | Reason for the notification
| ||
a) | Position/status | Senior Vice President of Northern Operations
| |
b) | Initial notification/Amendment | Initial Notification
| |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Diversified Gas & Oil plc
| |
b) | LEI | 213800YR9TFRVHPGOS67
| |
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 | Options over ordinary shares of 1 pence each
| |
| Identification code | GB00BYX7JT74
| |
b) | Nature of the transaction | Grant of options over ordinary shares of 1 pence each
| |
c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
£1.20 | 200,000
| ||
d) | Aggregated information | N/A (single transaction)
| |
| Aggregated volume | N/A (single transaction)
| |
| Price | N/A (single transaction)
| |
e) | Date of the transaction | 9 May 2019
| |
f) | Place of the transaction | XOFF
| |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Maverick Lee Bentley
| |
2 | Reason for the notification
| ||
a) | Position/status | Senior Vice President of Southern Operations
| |
b) | Initial notification/Amendment | Initial Notification
| |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Diversified Gas & Oil plc
| |
b) | LEI | 213800YR9TFRVHPGOS67
| |
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 | Options over ordinary shares of 1 pence each
| |
| Identification code | GB00BYX7JT74
| |
b) | Nature of the transaction | Grant of options over ordinary shares of 1 pence each
| |
c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
£1.20 | 500,000
| ||
d) | Aggregated information | N/A (single transaction)
| |
| Aggregated volume | N/A (single transaction)
| |
| Price | N/A (single transaction)
| |
e) | Date of the transaction | 9 May 2019
| |
f) | Place of the transaction | XOFF
| |