Last checked at 13 Dec 2016 16:42
Not for release, publication or distribution, directly or indirectly, in whole or in part in or into the United States or any jurisdiction other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws or regulations of such jurisdiction. This announcement (and the information contained herein) does not contain or constitute an offer to sell or the solicitation of an offer to purchase, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation or sale would constitute a contravention of the relevant laws or regulations of such jurisdiction.
13 December 2016
Gulf Keystone Petroleum Ltd. (LSE: GKP)
("Gulf Keystone" or "the Company")
2016 Gulf Keystone Petroleum Staff Retention Plan
Gulf Keystone Petroleum Ltd announces that pursuant to the 2016 Gulf Keystone Petroleum Staff Retention Plan (the "SRP"), on 12 December 2016 options over Common Shares were granted to the persons discharging managerial responsibilities ("PDMRs") listed below.
The SRP was approved by Gulf Keystone Petroleum Ltd shareholders at the Company's Annual General Meeting held on 8 December 2016 (the "AGM"). Full details of the SRP were set out in the Company's Notice of Annual General Meeting (available on the Company's website http://www.gulfkeystone.com/)
The following directors and PDMRs have been granted an award of options under the SRP:
Name | Position | Number of shares over which options granted |
Nadzeya Kernoha | Financial Controller | 175,000 |
Gabriel Papineau-Legris | Commercial Director | 175,000 |
Marie Ross | Legal Director & Company Secretary | 100,000 |
John Stafford | VP Operations | 175,000 |
Options granted under the SRP take the form of a right to acquire Common Shares. The option exercise price is zero. No consideration is payable for the grant of an option.
2016 Gulf Keystone Petroleum Value Creation Plan
Gulf Keystone Petroleum Ltd also announces that on 12 December 2016 Gulf Keystone Petroleum Limited awarded performance units under the 2016 Gulf Keystone Petroleum Value Creation Plan ("VCP") to the directors and PDMRs of the Company listed below.
The VCP was approved by Gulf Keystone Petroleum Limited shareholders at the AGM. Full details of the VCP were set out in the Company's Notice of Annual General Meeting (available on the Company's website www.gulfkeystonepetroleum.com/).
The following directors and PDMRs have been granted an award of performance units under the VCP:
Name | Position | Number of Performance Units |
Jon Ferrier | Chief Executive | 386,667 |
Sami Zouari | Chief Financial Officer | 306,667 |
Nadhim Zahawi | Chief Strategy Officer | 226,667 |
The award of performance units is based on a distribution of one third each during the first year and, thereafter, 40% for the CEO; 30% for the CFO and 20% for the CSO for the remainder of the Plan, with the remaining 10% available for future distribution subject to board decision. No payment has been made for the grant of these awards and the performance units have no value at grant.
Participants in the VCP have the opportunity to receive 8% of the total value created for shareholders above a Threshold Price determined at five Measurement Dates in a five year Measurement Period. Before any awards vest, which are granted as nil-cost options on conversion of any value created, a minimum level of Total Shareholder Return of 8% p.a. compound growth from the base price at each Measurement Date must be achieved. At each Measurement Date the aggregate value of all nil-cost options granted at previous Measurement Dates and at that Measurement Date shall not exceed $20million, the value of nil cost options for these purposes being the value at the Measurement Date in respect of which they were granted.
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.
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Gabriel Papineau-Legris | ||||
2 | Reason for the notification | |||||
a) | Position/status | Commercial Director | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Gulf Keystone Petroleum Limited | ||||
b) | LEI | n/a | ||||
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 | Options over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.
ISIN: BMG4209G2077 | ||||
b) | Nature of the transaction | Grant of option over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
175,000 Nil consideration | ||||
e) | Date of the transaction | 12 December 2016 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | John Stafford | ||||
2 | Reason for the notification | |||||
a) | Position/status | VP Operations | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Gulf Keystone Petroleum Limited | ||||
b) | LEI | n/a | ||||
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 | Options over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.
ISIN: BMG4209G2077 | ||||
b) | Nature of the transaction | Grant of option over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
175,000 Nil consideration | ||||
e) | Date of the transaction | 12 December 2016 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Nadzeya Kernoha | ||||
2 | Reason for the notification | |||||
a) | Position/status | Financial Controller | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Gulf Keystone Petroleum Limited | ||||
b) | LEI | n/a | ||||
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 | Options over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.
ISIN: BMG4209G2077 | ||||
b) | Nature of the transaction | Grant of option over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
175,000 Nil consideration | ||||
e) | Date of the transaction | 12 December 2016 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Marie Ross | ||||
2 | Reason for the notification | |||||
a) | Position/status | Legal Director & Company Secretary | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Gulf Keystone Petroleum Limited | ||||
b) | LEI | n/a | ||||
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 | Options over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.
ISIN: BMG4209G2077 | ||||
b) | Nature of the transaction | Grant of option over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
100,000 Nil consideration | ||||
e) | Date of the transaction | 12 December 2016 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Jón Ferrier | ||||
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 | Gulf Keystone Petroleum Limited | ||||
b) | LEI | n/a | ||||
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 | Units representing rights over Common Shares of US$1 each of Gulf Keystone Petroleum Limited - the number of shares will be determined at the Measurement Date of the 2016 Gulf Keystone Petroleum Value Creation Plan ISIN: BMG4209G2077 | ||||
b) | Nature of the transaction | Grant of units representing rights over ordinary shares granted under the 2016 Gulf Keystone Petroleum Value Creation Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
386,667 units Nil consideration | ||||
e) | Date of the transaction | 12 December 2016 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Sami Zouari | ||||
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 | Gulf Keystone Petroleum Limited | ||||
b) | LEI | n/a | ||||
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 | Units representing rights over Common Shares of US$1 each of Gulf Keystone Petroleum Limited - the number of shares will be determined at the Measurement Date of the 2016 Gulf Keystone Petroleum Value Creation Plan ISIN: BMG4209G2077 | ||||
b) | Nature of the transaction | Grant of units representing rights over ordinary shares granted under the 2016 Gulf Keystone Petroleum Value Creation Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
306,667 units Nil consideration | ||||
e) | Date of the transaction | 12 December 2016 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Nadhim Zahawi | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Strategy Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Gulf Keystone Petroleum Limited | ||||
b) | LEI | n/a | ||||
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 | Units representing rights over Common Shares of US$1 each of Gulf Keystone Petroleum Limited - the number of shares will be determined at the Measurement Date of the 2016 Gulf Keystone Petroleum Value Creation Plan ISIN: BMG4209G2077 | ||||
b) | Nature of the transaction | Grant of units representing rights over ordinary shares granted under the 2016 Gulf Keystone Petroleum Value Creation Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
226,667 units Nil consideration | ||||
e) | Date of the transaction | 12 December 2016 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
Enquiries:
Gulf Keystone Petroleum: | +44 (0) 20 7514 1400 |
Jón Ferrier, CEO | |
Sami Zouari, CFO | |
Anastasia Vvedenskaya, Head of Investor Relations | |
Celicourt Communications: | +44(0) 20 7520 9266 |
Mark Antelme Jimmy Lea |
or visit: www.gulfkeystone.com
Notes to Editors:
· Gulf Keystone Petroleum Ltd. (LSE: GKP) is a leading independent operator and producer in the Kurdistan Region of Iraq and the operator of the Shaikan field with current production capacity of 40,000 barrels of oil per day
· Further information on Gulf Keystone is available on its website www.gulfkeystone.com
Disclaimer
This announcement contains certain forward-looking statements. These statements are made by the Company's Directors in good faith based on the information available to them up to the time of their approval of this announcement but such statements should be treated with caution due to inherent uncertainties, including both economic and business factors, underlying such forward-looking information. This announcement has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. This announcement should not be relied on by any other party or for any other purpose.