24 Jun 2009 16:45
24 JUNE 2009
FORTUNE OIL PLC
("Fortune Oil" or "the Company")
(1) Directors' Options - the conditional share rights in the Senior Executive Incentive Plan ("the Plan")
Fortune Oil announces today the 2009 notional bonus awards made by the Company's Remuneration Committee for the performance period 1 June 2009 to 31 May 2010 under the Plan. The Plan is operated by the trustees of the Company's Employee Benefit Trust, JTC Trustees Limited, subject to the rules of the Company's Long Term Incentive Plan (the "LTIP Rules"). The ordinary shares of 1p each of the Company ("Fortune Shares") over which the options will be exercisable have already been issued and are held in the Company's Employee Benefit Trust.
Each option is a nil cost option and the number of Fortune Shares to which the individual is entitled under the option will vary. Each award is subject to the satisfaction of personal performance targets and may be enhanced on the Company meeting performance targets.
The number of Fortune Shares over which the options will be granted is the number of Fortune Shares, which the notional bonus can buy on the first anniversary of the date of grant of the option. The following Directors and the Persons Discharging Managerial Responsibility (PDMRs) have accepted notional bonus for the performance period 1 June 2009 to 31 May 2010:
| Notional bonus for Good personal performance | Notional bonus for Exceptional personal performance | |
| Directors LI Ching | £38,532 | £77,064 |
| John PEXTON | £32,793 | £65,586 |
| TIAN Jun | £15,308 | £35,616 |
| GONG Min | £12,145 | £24,290 |
| YE Qing | £12,145 | £24,290 |
| PDMRs | ||
| Stanley CHAU | £24,291 | £48,582 |
| Paul KWONG | £15,546 | £31,092 |
The Company's Remuneration Committee will determine whether each Director/PDMRs' personal performance for the year is acceptable, good or exceptional.
Except in exceptional circumstances, the options will only be exercisable after three years and will lapse after the tenth anniversary of grant if not exercised before that date. Where an option is exercised on or after the third anniversary of the grant, then the number of shares under the option will be increased according to when the option is exercised and whether the Company has achieved its growth performance targets in the three year period. Again, there are two thresholds for Company performance - good and exceptional; and the uplift in awards under each scenario is outlined in the table at the end of this announcement.
(2) Vesting of shares in the Plan for the performance period 1 June 2006 to 31 May 2007
On 21 June 2007, the Directors/PDMR of the Company were awarded nil-paid options over the following number of shares in the Plan, subject to the Company's LTIP Rules, after the one year personal performance period (1 June 2006 - 31 May 2007), based on the notional bonuses granted on 23 June 2005.
Directors No. of shares Exercise period
LI Ching 642,856 21 June 2009 - 20 June 2016
John PEXTON 535,703 21 June 2009 - 20 June 2016
TIAN Jun 535,703 21 June 2009 - 20 June 2016
GONG Min 334,812 21 June 2009 - 20 June 2016
YE Qing 334,812 21 June 2009 - 20 June 2016
These awards vested on 21 June 2009, being 3 years following the date of award and each Director above has the right to exercise their option and receive delivery of the shares or carry them forward in the Company's Employee Benefit Trust (the "EBT").
All the Directors have chosen not to exercise the option and the shares over which they hold options as detailed above are being carried forward in the EBT.
As a result, each Director now has the following interest in shares in the Company:
| Directors | Existing share held in the Company | Percentage of issued class | No. of shares vested fully and held in the EBT | No. of shares unvested and held in the EBT | Total Percentage of issued class |
| LI Ching | 18,893,775 | 0.985% | 1,291,139 | 311,925 | 1.068% |
| John PEXTON | 489,557 | 0.025% | 1,087,419 | 271,668 | 0.096% |
| GONG Min | 57,466 | 0.003% | 507,228 | 169,804 | 0.038% |
| TIAN Jun | 68,966 | 0.004% | 949,503 | 173,370 | 0.062% |
| YE Qing | 57,466 | 0.003% | 507,228 | 169,804 | 0.038% |
Those Directors who have chosen not to exercise their option and keep their shares in the EBT will benefit from further enhancement subject to the Company's performance. There are two thresholds for Company performance - good and exceptional. The criteria for determining good and exceptional Company performance were set at the Company's Annual General Meeting on 25 June 2004.
The increase in the number of Fortune Shares covered by each of the options as a result of good or exceptional Company performance is as follows:
| Date of Exercise | Increase in number of shares for Good Company Performance | Increase in number of shares for Exceptional Company Performance |
| On or after 3rd anniversary but before 4th anniversary | 20% | 40% |
| On or after 4th anniversary but before 5th anniversary | 40% | 100% |
| On or after 5th anniversary | 100% | 200% |
The increases in awards in each period are percentage increases on the initial award and are not cumulative.
Enquiries:
Fortune Oil PLC
John Pexton, Deputy Chief Executive Tel: 00 852 2583 3113 (Hong Kong)
Pelham Public Relations
Archie Berens Tel: 020 7337 1509 or 07802 442 486