20 Jun 2013 17:30
20 June 2013
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 (the "EBT" or "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 currently held by the Company's EBT.
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 Ordinary Shares for Good Company Performance | Increase in number of Ordinary 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 June 2013 - 31 May 2014
The Remuneration Committee have considered and decided that no awards should be made for 2013 in the Plan as the Fortune Group failed to achieve three out of six of the Key Performance Indicators (KPIs) and share price performance had been unsatisfactory.
(2) The conditional share rights in the Plan made to Directors/PDMRs for the performance period 1 June 2012 - 31 May 2013
Under the Plan the following Directors/PDMRs were awarded conditional rights on 20 June 2012 to receive Ordinary Shares upon the first anniversary in June 2013. The number of Ordinary Shares is determined based on personal performance and the closing mid-market share price on 19 June 2013, which was 7.76 pence. The right to receive these Ordinary Shares is conditional inter alia upon the individual remaining an employee of the Group for a period of at least two years from the date of this award. The awards require no payment by the individual recipients.
The results of the personal performance effects on the notional bonuses made on 20 June 2012 and the number of Ordinary Shares conditionally allocated are as follows:
Directors/PDMRs | Value £ | No. of Ordinary Shares |
TEE Kiam Poon | 54,738 | 705,387 |
LI Ching | 98,360 | 1,267,526 |
|
|
|
Paul KWONG | 43,524 | 560,876 |
TIAN Jun | 44,902 | 578,634 |
GONG Min | 41,704 | 537,423 |
YE Qing | 41,704 | 537,423 |
Michael JONES | 75,984 | 979,175 |
Bill MOK | 83,606 | 1,077,397 |
(3) Vesting of shares in the Plan for the performance period 1 June 2010 - 31 May 2011 following the third anniversary of the grant on 18 June 2010
On 18 June 2010, 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 2010 - 31 May 2011), based on the notional bonuses granted as stated in the announcement on 18 June 2010.
These awards vest on 20 June 2013 (a standardised anniversary date subsequent to the Company's announcement of 22 February 2013), being 3 years following the award and each Director/PDMR has the right to exercise their option and receive delivery of the Ordinary Shares or carry them forward in the Company's EBT.
Directors
| No. of shares | Exercise period
| Decision |
TEE Kiam Poon | 834,784 | 18 June 2010 -17 June 2013 | Shares remain in EBT |
LI Ching
| 662,088 | 18 June 2010 -17 June 2013 | Shares remain in EBT |
PDMRs | |||
TIAN Jun | 359,376 | 18 June 2010 -17 June 2013 | Exercise his options and remove his 359,376 shares out of the EBT |
Paul KWONG | 208,696 | 18 June 2010 -17 June 2013 | Shares remain in EBT |
GONG Min | 166,960 | 18 June 2010 -17 June 2013 | Shares remain in EBT |
YE Qing | 333,920 | 18 June 2010 -17 June 2013 | Shares remain in EBT |
Those Directors/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 1 June 2010 to 31 May 2013. 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 currently held in the EBT.
These Ordinary Shares are currently held in the Company's EBT and for Companies Act purposes Directors of the Company are deemed to have a beneficial interest in Ordinary Shares held by the Trust to which they are or may become entitled.
(4) The results of topping up of LTIP awards in the Plan in respect of the 2007 awards over the Company Performance period 26 June 2007 -25 June 2010
On 20 June 2012, two PDMR recipients of the 2007 awards chose not to withdraw their Ordinary Shares from the EBT and these nil cost options remain exercisable.
The Company performance targets under the Plan were not met for the financial year ended 31 December 2012, so there was no top up due. As a result there was no change in their interests and they each remove their 203,764 Ordinary Shares to which they were absolutely entitled from the EBT.
PDMRs | No. of shares | Decision |
GONG Min | 203,764 | Remove from EBT |
YE Qing | 203,764 | Remove from EBT |
(5) Topping up of two sets of LTIP awards in the Plan for the Company performance period from 24 June 2009 to 23 June 2012 and from 14 October 2009 to 13 October 2012
On 20 June 2012, a director and certain PDMRs of the Company chose not to exercise the option to withdraw their 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 on 24 June 2009, subject to such award becoming unconditional 3 years following the date of grant.
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 Ordinary Shares to be awarded depends upon the decision taken by each beneficiary as to when they remove their shares from the EBT.
Again, there is no consideration for this additional award and all these additional shares are already in issue and are held in the EBT.
In respect of the October 2009 award the performance period ran from 14 October 2009 to 13 October 2012 however, it being in a closed period on 13 October 2012 when a decision was required, the director involved took no action and his 1,199,580 shares have remained in the EBT. The Company performance targets under the Plan were not met for the performance period so there was no top up due in respect of October 2009 award. The Director concerned has not withdrawn his Ordinary Shares from the EBT.
The following table details the individual Ordinary Share interest movements as a result of these decisions and events.
Directors
| No. of shares | Additional shares awarded | Exercise period
| Decision |
TEE Kiam Poon | 1,199,580 | 0 | 13 October 2012 - 12 October 2019 | Shares remain in EBT |
LI Ching
| 1,185,600 | 474,240 | 24 June 2012 - 23 June 2019 | Shares remain in EBT |
PDMRs | ||||
GONG Min | 373,692 | 149,476 | 24 June 2012 - 23 June 2019 | Shares remain in EBT |
YE Qing | 373,692 | 149,476
| 24 June 2012 - 23 June 2019 | Shares remain in EBT |
(6) Resulting interests in Ordinary Shares
Following these decisions and taking into account the effects of the decisions taken which will become effective on 20 June 2013 each relevant Director and PDMR now has the following interest in Ordinary Shares in the Company:
Number of shares held in the Company | Percentageof 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 | |
Directors | ||||||||
TEE Kiam Poon | 0 | 0 | 2,034,364 | 0.102% | 1,019,590 | 705,387 | 1,724,977 | 0.087% |
LI Ching | 20,769,224 | 1.045% | 2,321,928 | 0.117% | 916,059 | 1,267,526 | 2,183,585 | 0.110% |
PDMRs | ||||||||
Paul KWONG | 0 | 0 | 177,392 | 0.009% | 405,366 | 560,876 | 966,242 | 0.049% |
TIAN Jun | 2,595,263 | 0.131% | 359,376 | 0.018% | 0 | 578,634 | 578,634 | 0.029% |
GONG Min | 564,694 | 0.028% | 523,168 | 0.026% | 194,205 | 537,423 | 731,628 | 0.037% |
| ||||||||
YE Qing | 564,694 | 0.028% | 523,168 | 0.026% | 194,205 | 537,423 | 731,628 | 0.037% |
Michael JONES | 0 | 0 | 0 | 0.000% | 353,834 | 979,175 | 1,333,009 | 0.067% |
Bill MOK | 0 | 0 | 0 | 0 | 0 | 1,077,397 | 1,077,397 | 0.054% |
Enquiries:
Fortune Oil PLC
Tee Kiam Poon, Chief Executive Tel: 00 852 2583 3125 (Hong Kong)
Bill Mok, Chief Financial Officer Tel: 00 852 2583 3120
Pelham Bell Pottinger
Archie Berens Tel: 020 7861 3112