28 March 2023
Gulf Keystone Petroleum Limited (LSE: GKP)
("Gulf Keystone" or "the Company")
Long Term Incentive Plan (“LTIP”) Award
Issue under the Deferred Bonus Plan ("DBP")
Director/PDMR Shareholdings
LTIP
Gulf Keystone Petroleum Limited announces that pursuant to the 2014 Gulf Keystone Long Term Incentive Plan, on 24 March 2023 (the “Award Date”) awards over common shares (“2023 Awards”) were granted to employees and the persons discharging managerial responsibilities ("PDMRs") listed below.
The LTIP was approved by Gulf Keystone Petroleum Limited’s shareholders at the Company's Annual General Meeting held on 17 July 2014; this is the sixth award to be made under the LTIP and is in accordance with the agreed annual issue cycle which follows release of the Company’s full year results. The awards are made to eligible employees of the wider workforce, including to employees in Kurdistan.
The quantum of 2023 Awards was determined based on a price of 182.4p being the closing mid-market price of the Company on 23 March 2023. The vesting date for the 2023 Awards is 24 March 2026, being the third anniversary from the Award Date. The 2023 Awards are in the form of nil cost options and vesting of them will be in accordance with performance conditions. No consideration is payable for the grant of an Award.
Performance Conditions
Vesting of the 2023 Awards is subject to performance conditions which include the requirement for both absolute and relative total shareholder return (“TSR”) targets being met. TSR will be measured over the period of three years from the Award Date. In accordance with recent governance guidelines, the Remuneration Committee has the discretion to review vesting outcomes to ensure a fair reflection of performance.
Awards
The following PDMRs have been granted 2023 Awards under the LTIP:
| Name | Position | Number of awards |
| Jon Harris | Chief Executive Officer | 515,351 |
| Ian Weatherdon | Chief Financial Officer | 317,303 |
| John Hulme | Chief Operating Officer | 179,605 |
| Gabriel Papineau-Legris | Chief Commercial Officer | 149,132 |
| Alasdair Robinson | Chief Legal Officer | 116,815 |
| Clare Kinahan | Chief HR Officer | 117,434 |
In addition to the above, 2023 Awards over a total of 2,204,632 shares in aggregate have also been granted under the LTIP to eligible employees who are not PDMRs.
DBP
At the Company's AGM in June 2019, shareholders approved the DBP. This provides for 30% of the annual bonus attributable to executive directors to be paid in the form of nil cost options. These will vest after three years. There are no performance conditions other than the executive director must continue to be employed for this period (subject to certain limited exceptions).
The following awards were made on 24 March 2023 and the vesting date is 24 March 2026, being the third anniversary from the annual bonus payroll date.
| Name | Position | Number of awards |
| Jon Harris | Chief Executive Officer | 67,737 |
| Ian Weatherdon | Chief Financial Officer | 43,321 |
Enquiries:
| Gulf Keystone: | +44 (0) 20 7514 1400 |
| Aaron Clark, Head of Investor Relations | aclark@gulfkeystone.com |
| | |
| FTI Consulting | +44 (0) 20 3727 1000 |
| Ben Brewerton Nick Hennis | GKP@fticonsulting.com |
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. Further information on Gulf Keystone is available on its website www.gulfkeystone.com
Disclaimer
This announcement contains certain forward-looking statements that are subject to the risks and uncertainties associated with the oil & gas exploration and production business. These statements are made by the Company and its 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 risks and uncertainties, including both economic and business factors and/or factors beyond the Company's control or within the Company's control where, for example, the Company decides on a change of plan or strategy. 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.
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Jon Harris |
| 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 | 213800QTAQOSSTNTPO15 |
| 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 | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the 2014 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 515,351 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 24 March 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Ian Weatherdon |
| 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 | 213800QTAQOSSTNTPO15 |
| 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 | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the 2014 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 317,303 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 24 March 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | John Hulme |
| 2 | Reason for the notification |
| a) | Position/status | Chief Operating 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 | 213800QTAQOSSTNTPO15 |
| 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 | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the 2014 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 179,605 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 24 March 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Gabriel Papineau-Legris |
| 2 | Reason for the notification |
| a) | Position/status | Chief Commercial 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 | 213800QTAQOSSTNTPO15 |
| 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 | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the 2014 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | nil | 149,132 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 24 March 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Alasdair Robinson |
| 2 | Reason for the notification |
| a) | Position/status | Chief Legal 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 | 213800QTAQOSSTNTPO15 |
| 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 | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the 2014 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 116,815 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 24 March 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Clare Kinahan |
| 2 | Reason for the notification |
| a) | Position/status | Chief HR 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 | 213800QTAQOSSTNTPO15 |
| 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 | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the 2014 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 117,434 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 24 March 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Jon Harris |
| 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 | 213800QTAQOSSTNTPO15 |
| 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 | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the Deferred Bonus Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 67,737 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 24 March 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Ian Weatherdon |
| 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 | 213800QTAQOSSTNTPO15 |
| 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 | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the Deferred Bonus Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 43,321 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 24 March 2023 |
| f) | Place of the transaction | Outside a trading venue |
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