15 Mar 2012 14:05
For immediate release 15 March 2012
Hardy Oil and Gas plc
("Hardy", "the Company" or "the Group")
Issue of Restricted Shares and Option Grant
Hardy Oil and Gas plc (LSE: HDY), the oil and gas exploration and production company focused in India, announces that on 14 March 2012 it authorised the issue of an aggregate of 237,502 ordinary shares of US$0.01 each in the capital of the Company ("Ordinary Shares") to all of its Non-Executive Directors, including the Chairman.
As announced earlier, upon appointment as Non-Executive Directors, Mr Alasdair Locke and Mr Milne are entitled to an allotment of restricted Ordinary Shares respectively. Such shares were to have been allotted on the effective date of their appointments but the Company was prohibited due to the Company's preliminary results being scheduled for announcement on 7 March 2012.
Hardy's remuneration policy also provides for all Non-Executive Directors to be issued Ordinary Shares equivalent to 25 per cent of their annual cash fee on an annual basis. The Ordinary Shares are issued in consideration for services rendered in 2011 at a price of 155 pence per Ordinary Share, being the closing price on the day prior to issue.
The Ordinary Shares are subject to Restricted Shares Agreements whereby such Ordinary Shares will be restricted for a period of three years from the date of issue and, save in certain circumstances. Set out below is a table showing the number of Ordinary Shares of Hardy issued to each of the non-executive directors (including the Chairman):
Name | Number of Ordinary Shares Issued | Number of Ordinary Shares beneficially interested in following the issue | Percentage of the issued share capital beneficially interested in following the issue |
Alasdair Locke | 182,342 | 754,227 | 1.03 % |
Peter Milne | 30,000 | 30,000 | 0.04 % |
Paul Mortimer | 7,742 | 889,935 | 1.22 % |
Carol Bell | 5,806 | 14,912 | 0.02 % |
Pradip Shah | 5,806 | 679,347 | 0.93 % |
Ian Bruce | 5,806 | 444,892 | 0.61 % |
Total | 237,502 | 2,813,313 | 3.85 % |
Application will be made today to the UK Listing Authority and to the London Stock Exchange for the new Ordinary Shares, to be admitted to the Official List maintained by the UK Listing Authority, and to be admitted to trading by the London Stock Exchange on its market for listed securities.
Immediately following admission the total issued share capital of the Company will be 73,032,706 Ordinary Shares, each with equal voting rights.
As announced on 1 March 2012, upon his appointment as Chief Executive Officer of Hardy, Mr Ian MacKenzie was entitled to an award of 750,000 options under the Company's Unapproved Share Option Scheme. The table below sets out details of the number of underlying Ordinary Shares contained under each relevant grant or award to each of executive director or person discharging managerial responsibility ("PDMR"). These transactions are notified as required by Disclosure Rule 3.1.4 (R).
Name of Director / PDMR and Position (3) | Date of Grant (17) | Period during which exercisable (18)* | Total amount paid for grant of the option(19) | Number of Ordinary Shares over which options have been granted(20) | Exercise price per Ordinary Share (pence)(21) | Total number of Ordinary Shares over which options are held following this notification(22) |
Ian MacKenzie Chief Executive Officer | 14/03/2012 | 14/03/2015 to 14/03/2022 | nil | 750,000 | 154.6 | 750,000 |
* The vesting date of the granted options is subject to a performance conditions being met. (23)
(•) Number corresponds to the disclosure prescribed in the DTR 3.1.4 (R) template.
The options will vest on the expiry of between three and five years from the date of grant provided that relevant performance targets in relation to the option grant is met. Options which vest may be exercised between three and ten years from the date of grant.
For further information please contact:
Hardy Oil and Gas plc | 020 7471 9850 |
Ian MacKenzie, Chief Executive Officer Richard Galvin, Treasurer & Corporate Affairs Officer |
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Arden Partners plc | 020 7614 5917 |
Richard Day Justine Waldisberg |
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Tavistock Communications | 020 7920 3150 |
Simon Hudson / Paul Youens Jeremy Carey |
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