20 Jun 2012 17:21
20 June 2012
FORTUNE OIL PLC
("Fortune Oil" or "the Company")
(1) Directors Options - the conditional share rights in the Senior Executive Incentive Plan 2009 ("the Plan") for the performance period 1 June 2012 - 31 May 2013
Fortune Oil announces today the 2012 notional bonus awards made by the Company's Remuneration Committee for the performance period 1 June 2012 to 31 May 2013 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 ("Ordinary Shares") over which the options will be exercisable have already been issued and are held in the Company's Employee Benefit Trust (the "EBT" or "Trust").
Each option is a nil cost option and the number of Ordinary 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 Ordinary Shares over which the options will be granted is the number of Ordinary 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 2012 to 31 May 2013:
Notional bonus for Good personal performance | Notional bonus for Exceptional personal performance | |
Directors | ||
TEE Kiam Poon | £54,738 | £109,475 |
LI Ching | £49,180 | £98,360 |
PDMR | ||
Paul KWONG | £21,762 | £43,524 |
TIAN Jun | £22,451 | £44,902 |
GONG Min | £20,852 | £41,704 |
YE Qing | £20,852 | £41,704 |
Michael JONES | £37,992 | £75,984 |
Bill MOK | £41,803 | £83,606 |
The Company's Remuneration Committee will determine whether each Directors/PDMRs' personal performance for the year is 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.
(2) Awards of shares in the Plan to Directors/PDMRs for performance period 1 June 2011 - 31 May 2012
Under the Plan the following Directors/PDMRs have today been awarded the conditional right to receive the following numbers of Ordinary Shares in the capital of the Company. 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.
Awards were made based upon the notional bonuses awarded on 20 June 2011 and a price of 10.25 pence per ordinary share, which was the market price at close of business on 19 June 2012.
Directors | No. of shares |
TEE Kiam Poon | 1,019,590 |
LI Ching | 916,059 |
PDMRs | |
Paul KWONG | 405,366 |
GONG Min | 194,205 |
YE Qing | 194,205 |
Michael JONES | 353,834 |
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.
(3) Changes to topping up of LTIP awards in the Plan for participants in respect of the 2007 awards over the Company Performance period 26 June 2007 -25 June 2010
The participants in the 2007 awards who had not withdrawn their Ordinary Shares from the EBT would have been entitled to a further top of Ordinary Shares equal to 20% of the original award without any further performance conditions as of 26 June 2012.
The Remuneration Committee decided that the failure to achieve two out of the five KPI's, in particular, the KPI in respect of the profit attributable to equity shareholders (before other gains) for year 2011 and the lack of share price performance further increases in the number of shares under the 2007 Option can only be justified if certain further conditions are satisfied, in particular that -
1) participants should remain employed until at least 26 June 2013; and
2) the KPI target which the Company set for the Profit Attributable to Equity Shareholders (before other gains) being met for the financial year ending 31 December 2012, i.e. a growth of 30 per cent above the result for the year ended 31 December 2010.
Should these two conditions be met the participants would receive the full additional Ordinary Shares as permitted under the terms of the Plan based on the personal and Company performances for the relevant assessment periods.
The Remuneration Committee's decision was accepted by relevant participants and as a result there was no change in their interests save that TIAN Jun decided to remove his 208,044 Ordinary Shares to which he was absolutely entitled from the EBT.
(4) Vesting of shares in the Plan for the performance period 1 June 2009 - 31 May 2010 following the third anniversary of the grant on 24 June 2009
On 24 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 2009 - 31 May 2010), based on the notional bonuses granted on 24 June 2009 as stated in the announcement on 18 June 2010.
These awards vest on 24 June 2012, being 3 years following the date of the award and each Director/PDMR above has the right to exercise their option and receive delivery of the Ordinary Shares or carry them forward in the Company's EBT. Their decisions have been received by the Company and are follows:
Director
| No. of shares | Exercise period
| Decision |
LI Ching
| 1,185,600 | 24 June 2012 - 23 June 2019 | Not exercise her options and leave them in the EBT |
PDMRs | |||
GONG Min | 373,692 | 24 June 2012 - 23 June 2019 | Not exercise his options and leave them in the EBT |
YE Qing | 373,692 | 24 June 2012 - 23 June 2019 | Not exercise his options and leave them in the EBT |
Paul KWONG | 478,338 | 24 June 2012 - 23 June 2019 | Exercise his options and remove his 478,338 shares out of the EBT |
Those Director/PDMRs who have chosen not to exercise their option and to keep their Ordinary Shares 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 2009 to 31 May 2012. 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.
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.
(5) Resulting interests in Ordinary Shares
Following these decisions and taking into account the effects of the decisions taken which will become effective on 24 June 2012 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 | Percentage of issued class held in EBT | Number of Shares unvested and 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 | 0 | 0 | 2,034,364 | 1,019,590 | 3,053,954 | 0.154% |
LI Ching | 20,769,224 | 1.045% | 1,185,600
| 0.0597%
| 662,088 | 916,059 | 1,578,147 | 0.079% |
PDMRs | ||||||||
Paul KWONG | 478,338 | 0.024% | 0 | 0 | 177,392 | 405,366 | 582,758 | 0.029% |
TIAN Jun | 2,595,263 | 0.131% | 0 | 0 | 359,376 | 0 | 359,376 | 0.018% |
GONG Min | 564,694 | 0.028% | 577,456 | 0.029% | 166,960 | 194,205 | 361,165 | 0.018% |
YE Qing | 564,694 | 0.028% | 577,456 | 0.029% | 333,920 | 194,205 | 528,125 | 0.027% |
Michael JONES | 0 | 0 | 0 | 0 | 0 | 353,834 | 353,834 | 0.010% |
Enquiries:
Fortune Oil PLC
Tee Kiam Poon, Chief Executive Tel: 00 852 2583 3125 (Hong Kong)
Bill Mok, Chief Financial Officer Tel: 00852 2583 3120
Pelham Bell Pottinger
Archie Berens/Zoe Sanders Tel: 020 7861 3112