23 Sep 2014 12:23
23 September 2014
FORTUNE OIL PLC
("Fortune Oil" or "the Company")
Grants and vesting for Directors and PDMRs
The following grants and vesting events have occurred in respect of the Senior Executive Incentive Plan 2009 ("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 ("Ordinary Shares") over which the options will be exercisable are issued and are held by the Company's Employee Benefit Trust (the "EBT" or "Trust").
The increase in the number of Ordinary 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.
(1) The conditional share rights in the Plan for the performance period 1 May 2014 - 30 April 2015
The Remuneration Committee have considered and decided that no awards should be made for 2014 in the Plan, as stated in the Remuneration Report of the 2014 Annual Report, as the Company is still in the temporary period during which the performance of the Group's former Gas Division may have an impact on the right of China Gas to reclaim part of the consideration of the Company.
(2) Vesting of shares in the Plan for the performance period 1 June 2011 - 31 May 2014 (now vested on 20 September 2014) following the third anniversary of the grant
On 20 June 2011, certain Directors/PDMRs of the Company were awarded nil-paid options under the Plan over the number of Ordinary Shares detailed below after the one year personal performance period (1 June 2011 - 31 May 2012), based on the notional bonuses granted as stated in the announcement on 20 June 2012.
These awards vested on 20 September 2014 (an extended anniversary date due to the change of financial year end subsequent to the Company's announcement of 22 May 2014), being 3 years following the award and a director and each PDMR below have the right to exercise their option and receive delivery of the Ordinary Shares or carry them forward in the Company's EBT.
Director | No. of Ordinary Shares | Decision |
LI Ching | 916,059 | Exercise her options and remove her 916,059 shares out of the EBT |
PDMR | ||
Paul KWONG | 405,366 | Shares remain in the EBT |
GONG Min | 194,205 | Shares remain in the EBT |
YE Qing | 194,205 | Shares remain in the EBT |
Michael JONES | 353,834 | Exercise his options and remove his 353,834 shares out of the EBT |
Those Person Discharging Managerial Responsibility (PDMR) whose Ordinary Shares remain in the EBT will benefit from further enhancement subject to the Company's performance over the performance period, which in the case of these options runs from 20 June 2011 and 20 June 2014 (now 20 September 2014). There are two thresholds for Company performance - Good and Exceptional. The criteria for determining Good and Exceptional Company Performance were first set at the Company's Annual General Meeting on 25 June 2004 and re-confirmed on 24 June 2009.
There is no consideration for these additional awards if made and any additional Ordinary Shares to be made the subject of options are already in issue and are held in the EBT.
(3) The results of topping up of LTIP awards in the Plan in respect of the 2010 awards over the Company Performance period 18 June 2010 - 17 June 2013 (now extended to 20 September 2014)
On 20 June 2013, three PDMR recipients of the 2010 awards chose not to withdraw their Ordinary Shares from the EBT and these nil cost options remain exercisable.
Under the Plan the number of awardable shares can increase subject to both the continuous employment at the Company and the performance of the Company for the three year period from the date of the initial award, subject to such award becoming unconditional 3 years following the date of award and each participant has the right to exercise their option and receive delivery of the Ordinary Shares or carry them forward in the Company's EBT.
The Company performance result was "Exceptional" resulting in a 40% increase in the number of Ordinary Shares the subject of relevant options. The number of shares to be awarded depends upon the decision taken by each beneficiary as to when they remove their shares from the EBT. There is no consideration for these additional awards if made and any additional Ordinary Shares to be made the subject of options are already in issue are currently held in the EBT.
PDMR | No. of shares (original) | Additional shares awarded on or after 3rd anniversary but before 4th anniversary
| Exercise period
| Decision |
Paul Kwong | 177,392 | 70,956 | 20 June 2013 -19 June 2020 | 248,348 shares remain in the EBT
|
GONG Min | 166,960 | 66,784 | 20 June 2013 - 19 June 2020
| 233,744 shares remain in the EBT |
YE Qing | 333,920 | 133,568
| 20 June 2013 - 19 June 2020 | 467,488 shares remain the EBT |
(4) Topping up of LTIP awards in the Plan in respect of the 2009 awards over the Company Performance period 24 June 2009 - 23 June 2012
On 20 June 2013, two PDMR recipients of the 2009 awards chose not to withdraw their Ordinary Shares from the EBT and these nil cost options remain exercisable. In respect of the 2009 award the original performance period ran from 24 June 2009 to 23 June 2012, and now changed to 20 June 2009 to 19 June 2019.
The Company performance result was "Exceptional" resulting in a 100% increase in the number of Ordinary Shares the subject of relevant options. The number of shares to be awarded depends upon the decision taken by each beneficiary as to when they remove their shares from the EBT.
PDMR | No. of shares (original) | Additional shares awarded on or after 4th anniversary but before 5th anniversary
| Exercise period
| Decision |
GONG Min | 373,692 | 373,692 | 24 June 2012 -23 June 2019
| 747,384 shares remain in the EBT
|
YE Qing
| 373,692 | 373,692
| 24 June 2012 - 23 June 2019
| 747,384 shares remain in the EBT
|
Under the Plan the number of awardable shares can increase subject to both the continuous employment at the Company and the performance of the Company for the three-year period from the date of the initial award on 24 June 2009, subject to such award becoming unconditional 3 years following the date of grant.
Those PDMRs whose Ordinary Shares remain in the EBT will benefit from further enhancement subject to the Company's performance over the performance period, which in the case of these options runs from 24 June 2009 and 20 September 2014. There are two thresholds for Company performance - Good and Exceptional. The criteria for determining Good and Exceptional Company Performance were first set at the Company's Annual General Meeting on 25 June 2004 and re-confirmed on 24 June 2009
Again, there is no consideration for this additional award and all these additional shares are already in issue and are held in the EBT.
The following table details the individual Ordinary Share interest movements as a result of these decisions and events.
(5) Resulting interests in Ordinary Shares
Following these decisions and taking into account the effects of the decisions taken which had become effective on 20 September 2014 each relevant Director/PDMR now has the following interest in Ordinary Shares in the Company:
| Number of Shares held in the Company | Percentage of issued class | Number of Shares vested fully and held in the EBT including additional shares, where applicable | Percentage of issued class held in EBT | Total number of unvested Shares held in the EBT from previous awards | Number of Shares unvested and held in the EBT from this award | Total number of unvested Shares held in the EBT | Percentage of issued class held in EBT |
Director | ||||||||
TIAN Jun | 2,954,639 | 0.114% | 0 | 0% | 578,634 | 0 | 578,634 | 0.022% |
LI Ching | 24,007,211 | 0.928% | 0
| 0%
| 1,267,526 | 0 | 1,267,526 | 0.049% |
PDMR | ||||||||
Paul KWONG | 0 | 0% | 653,714 | 0.025% | 560,876 | 0 | 560,876 | 0.022% |
GONG Min | 564,694 | 0.022% | 1,175,333 | 0.045% | 537,423 | 0 | 537,423 | 0.021% |
YE Qing | 564,694 | 0.022% | 1,408,877 | 0.054% | 537,423 | 0 | 537,423 | 0.021% |
Michael JONES | 353,834 | 0.014% | 0 | 0% | 979,175 | 0 | 979,175
| 0.038% |
Bill MOK | 0 | 0% | 0 | 0% | 1,077,397 | 0 | 1,077,397 | 0.042% |
Enquiries:
Fortune Oil PLC
Tian Jun, Acting Chief Executive Tel: 00 852 2583 3125 (Hong Kong)
Bill Mok, Chief Financial Officer Tel: 00852 2583 3120