15 Apr 2020 16:21
15 April 2020
Diversified Gas & Oil PLC
("DGO" or the "Company")
Result of Annual General Meeting and 2020 LTIP Awards
Diversified Gas & Oil PLC (AIM: DGOC), the U.S. based owner and operator of natural gas, natural gas liquids, and oil wells as well as midstream assets, is pleased to announce that all resolutions put to shareholders at the Company's Annual General Meeting held earlier today were duly passed.
The total votes were cast as follows:
Resolution | For | % | Against | % | Withheld |
1 | 483,244,142 | 100.00 | 0 | 0.00 | 475,533 |
2 | 483,718,402 | 100.00 | 0 | 0.00 | 1,273 |
3 | 483,719,224 | 100.00 | 451 | 0.00 | 0 |
4 | 483,712,276 | 100.00 | 0 | 0.00 | 7,399 |
5 | 469,644,672 | 97.09 | 14,075,003 | 2.91 | 0 |
6 | 483,479,592 | 99.95 | 240,083 | 0.05 | 0 |
7 | 483,479,145 | 99.95 | 240,530 | 0.05 | 0 |
8 | 468,982,224 | 96.95 | 14,730,052 | 3.05 | 7,399 |
9 | 483,712,276 | 100.00 | 0 | 0.00 | 7,399 |
10 | 483,719,675 | 100.00 | 0 | 0.00 | 0 |
11 | 483,719,675 | 100.00 | 0 | 0.00 | 0 |
12 | 482,840,988 | 99.82 | 877,414 | 0.18 | 1,273 |
13 | 483,354,091 | 99.93 | 350,777 | 0.07 | 14,807 |
14 | 483,695,018 | 100.00 | 2,451 | 0.00 | 22,206 |
15 | 455,647,210 | 94.20 | 28,046,825 | 5.80 | 25,640 |
16 | 483,718,675 | 100.00 | 1,000 | 0.00 | 0 |
17 | 481,763,896 | 99.60 | 1,930,923 | 0.40 | 24,856 |
18 | 477,449,958 | 98.70 | 6,264,861 | 1.30 | 4,856 |
19 | 483,618,694 | 100.00 | 1,055 | 0.00 | 99,926 |
20 | 483,691,421 | 100.00 | 0 | 0.00 | 28,254 |
21 | 483,696,891 | 100.00 | 2,000 | 0.00 | 20,784 |
22 | 480,870,156 | 99.41 | 2,849,519 | 0.59 | 0 |
Note: A vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" shown.
Resolution 13 specifically approved the Directors' Remuneration Report (the "Remuneration Report") as set out in the Company's 2019 Annual Report. The Remuneration Report included details of the performance-based Long Term Incentive Plan (the "LTIP") which the Company has established for the Company's Executive Directors. Prior to setting out the terms of the LTIP within the Remuneration Report, the Remuneration Committee first consulted with a number of the Company's institutional shareholders.
Following approval of the Remuneration Report at the AGM, the Company now confirms the awards of Ordinary Shares to Rusty Hutson and Brad Gray in accordance with the terms of the LTIP and as summarised below (the "LTIP Awards").
The LTIP Awards will vest after three years from the date of grant, and performance vested shares will also be subject to a further two-year holding period after the initial three-year period to vesting.
The performance conditions are a weighted mix of Return on Equity (40%), absolute TSR (30%) and relative TSR (30%) targets measured over three years as described in full in the Remuneration Report. These measures encourage the generation of sustainable long-term returns to shareholders. In determining the level of vesting, the Remuneration Committee has considered that the outcome of the measurement reflects the underlying performance or financial health of the Company.
Ordinary Shares Awarded (1) | Date of Grant | Vesting Date | Performance Assessment Date | Completion of Holding Period | |
Rusty Hutson | 1,658,558 | 15/04/2020 | 14/04/2023 | 31/12/2023 | 14/04/2025 |
Brad Gray | 1,019,706 | 15/04/2020 | 14/04/2023 | 31/12/2023 | 14/04/2025 |
Note: The timing and calculation utilised for determination of the exercise price for the 2020 LTIP Awards will be used for any similar future share awards for the next three years. The 2020 LTIP Awards are based upon a GBP:USD exchange rate of 1:1.260
Following the LTIP Awards, the Executive Directors' interests in the Company will comprise:
Shareholding | % of issued share capital | LTIP shares(1) | % of issued share capital | Share Options | % of issued share capital | |
Rusty Hutson | 20,860,000 | 3.25% | 1,658,558 | 0.26% | 8,400,000 | 1.31% |
Brad Gray | 2,282,981 | 0.36% | 1,019,706 | 0.16% | 3,850,000 | 0.60% |
(1) Maximum award subject to meeting relevant performance criteria in full
Diversified Gas & Oil PLCRusty Hutson Jr., Chief Executive OfficerBrad Gray, Chief Operating OfficerEric Williams, Chief Financial Officer Teresa Odom, Vice President Investor Relationswww.dgoc.comir@dgoc.com
| + 1 (205) 408 0909 |
Cenkos Securities plc(Nominated Adviser)Russell CookKaty BirkinBen Jeynes | +44 (0)20 7397 8900
|
Mirabaud Securities Limited(Joint Broker)Peter KrensEdward Haig-Thomas | +44 (0)20 3167 7221
|
Stifel Nicolaus Europe Limited(Joint Broker)Callum Stewart Jason GrossmanAshton Clanfield
| +44 (0)20 7710 7600
|
Buchanan(Financial Public Relations)Ben RomneyChris Judd Kelsey TraynorJames Husbanddgo@buchanan.uk.com | +44 (0)20 7466 5000
|
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Robert "Rusty" Russell Hutson Jr
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2 | Reason for the notification
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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 | Performance Share Award, constituting a right to acquire ordinary shares of 1p each | |
Identification code | GB00BYX7JT74
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b) | Nature of the transaction | Performance Share Award under the Company's Long Term Incentive Plan
| |
c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
Nil | Up to 1,658,558
| ||
d) | Aggregated information | N/A (single transaction)
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Aggregated volume | N/A (single transaction)
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Price | N/A (single transaction)
| ||
e) | Date of the transaction | 15 April 2020
| |
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
| |
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 | Performance Share Award, constituting a right to acquire ordinary shares of 1p each
| |
Identification code | GB00BYX7JT74
| ||
b) | Nature of the transaction | Performance Share Award under the Company's Long-Term Incentive Plan
| |
c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
Nil | Up to 1,019,706 | ||
d) | Aggregated information | N/A (single transaction)
| |
Aggregated volume | N/A (single transaction)
| ||
Price | N/A (single transaction)
| ||
e) | Date of the transaction | 15 April 2020
| |
f) | Place of the transaction | XOFF
| |