10 Nov 2017 12:14
10 November 2017
Eland Oil & Gas PLC
("Eland" or the "Company")
Implementation of Long Term Incentive Plan
Eland Oil & Gas PLC (AIM: ELA), an oil and gas production and development company operating in West Africa with an initial focus on Nigeria announces that, further to the Company's remunerations report within its 2016 Annual Report and Accounts and following an extensive review, a new Long-Term Incentive Plan ("LTIP") has been adopted by the board and approved by the Remuneration Committee and has granted a total of 9,154,00 nil cost options. Conditional upon the award, the recipients have to return 3,069,438 existing share options such that the net grant amounts to 6,084,562 options.
Background and Performance Conditions
The revised LTIP has been established to incentivise Executives to deliver long-term sustainable value for Eland shareholders. The LTIP is also designed to align the interests of management with the interests of shareholders.
The structure of the awards is over a 3-year period, deemed to have commenced in July 2017, and is based upon the following criteria:
· Price: the base price below which no options will vest under this award is 50p ("Base Price")
· Total shareholder return: 60% of the award will vest on a straight-line basis depending on the volume weighted average price of an ordinary share as measured with zero vesting at the Base Price and full vesting of this proportion at 200p per share, representing a 300% increase over the Base Price. In order for this proportion of the award to be met in full, the Company will need to have delivered total shareholder return of approximately 60% compound over the 3-year vesting period.
· Oil price: 15% of the award will vest provided the numerical value of the share price expressed in pence, is greater than the numerical value of the average Brent Crude oil price over the share price Measurement Period (as defined in the share option agreement), expressed in US dollars per barrel
· Determination of the vesting for the total shareholder return and oil price criteria will be at the end of the 3-year period.
· Production: 25% of the award will be subject to the Company's gross sales barrels reaching 40,000 barrels of oil per day. The 25% will reduce in a straight line between the maximum vesting at 40,000 barrels of oil per day to nil at 25,000 barrels of oil per day. This proportion will vest on the performance criteria being met when averaged over any 3-month period during the measurement period.
· The new plan incorporates standard malus and claw back clauses and acceptance of the option requires senior executives to build and retain stock to the value of one times salary and one and a half times salary in the case of the CEO.
The following awards have been made to PDMRs
Director and PDMR | Number of ordinary share options of £0.10 each prior to new LTIP award | Number of previous ordinary share options of £0.10 returned | Number of ordinary shares of £0.10 each ("Shares") over which LTIP Awards were granted. | Vesting Date | Total Number of Options Held |
George Maxwell (CEO) | 3,324,252
| 2,123,438 | 2,800,000 | 27 July 2020 | 4,000,814 |
Ronald Bain (CFO) | - | - | 1,200,000 | 27 July 2020 | 1,200,000 |
Following this award the company will have 12,292,485 shares under option representing 5.58% of shares in issued.
Chairman Russell Harvey commented.
The new LTIP, which has been adopted by the board, provides both challenging but achievable targets and a substantial prize for both shareholders and employees when they are achieved. It is judged fit for purpose given the company's assets and ambition and the quantum of allocation recognizes both the achievements to date and expectations for the future.
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | George Maxwell
| |
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
| Eland Oil & Gas Plc | |
b)
| LEI
| 213800QDGQKG3JKKRR86 | |
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 Identification code
| Ordinary Shares £0.10 each GB00B8HHWX64 | |
b)
| Nature of the transaction
| Shares Options through Company's Share Incentive Plan | |
c)
| Price(s) and volume(s)
| Call Price(s)
| Volume(s) |
10p | 2,800,000 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| Date 10/11/2017 2,800,000 @ 10pence Date 31/1/2016 500,000 @ 29 pence Date 31/8/2012 700,814 @ £1
| |
e)
| Date of the transaction
| 10 November 2017
| |
f)
| Place of the transaction
| Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | Ronald Bain
| |
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
| Eland Oil & Gas Plc | |
b)
| LEI
| 213800QDGQKG3JKKRR86 | |
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 Identification code
| Ordinary Shares £0.10 each GB00B8HHWX64 | |
b)
| Nature of the transaction
| Shares Options through Company's Share Incentive Plan | |
c)
| Price(s) and volume(s)
| Call Price(s)
| Volume(s) |
10p | 1,200,000 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| Date 10/11/2017 1,200,000 @ 10pence
| |
e)
| Date of the transaction
| 10 November 2017
| |
f)
| Place of the transaction
| Outside a trading venue | |
END
For further information:
Eland Oil & Gas PLC (+44 (0)1224 737300)
www.elandoilandgas.com
George Maxwell, CEO
Finlay Thomson, IR
Canaccord Genuity Limited (+44 (0)20 7 523 8000)
Henry Fitzgerald O'Connor / James Asensio
Panmure Gordon (UK) Limited (+44 (0)20 7 886 2500)
Adam James / Atholl Tweedie
Tom Salvesen
Camarco (+44 (0) 203 757 4980)
Billy Clegg / Georgia Edmonds / Tom Huddart