1 Mar 2018 10:06
1 March 2018
Independent Oil and Gas plc
Conversion of Salaries/Fees into Share Options and Long-Term Incentive Plans
Independent Oil and Gas plc ("IOG" or "the Company"), (AIM: IOG.L), the development and production focused oil and gas company, announces that certain Directors and other past and present members of the IOG management and technical teams have accepted all or part of their salaries and fees in options over Ordinary Shares in the Company ("Options") in the last six months. In addition, certain Directors and members of the IOG management team have been awarded options over Ordinary Shares in the Company pursuant to the Company's Long-Term Incentive Plan ("LTIP") policy.
Salary/Fee Sacrifice Options
As further detailed in the table below, such personnel have accepted 1p Options in lieu of salaries or fees due between 1 September 2017 and 28 February 2018.
All these Options have a five-year term from 1 March 2018 and are issued by reference to the volume weighted average price per Ordinary Share ("VWAP") over the period to which they relate. The VWAP over the period from 1 September 2017 to 28 February 2018 was calculated to be 20.94p. Where services have been provided for only part of that 6-month period the VWAP has been adjusted accordingly.
The conversion of salaries and fees into Options is consistent with previous salary and fee sacrifice transactions. A total of 483,166 new Options have been issued for this period, each with an exercise price of 1p each, representing 0.40% per cent of the Company's current issued share capital.
Long Term Incentive Plans
Further to the LTIP policy adopted by the Company at the time of AIM admission in 2013, the Company has today awarded LTIP options to Andrew Hockey, CEO and James Chance, CFO to incentivise them to deliver growth in the IOG share price over the next three years. Apart from the target exercise prices, the Performance Conditions which must be satisfied before the options may be exercised are that the option holders must deliver, measure, control and manage, at all times, a health and safety statement and policy, an environmental management statement and policy and a proactive, Group-wide health, safety and environment focused culture. The number of options granted by date, the target exercise prices, the expiry dates and the approximate premiums to the closing IOG share price on 28 February 2018 are detailed below.
Andrew Hockey, CEO
| Number of Shares under Option | Date of Grant | Exercise Price | Premium to closing price on 28 February 2018 | Expiry date of Service Period | Expiry date of Option Period |
1 | 1,600,000 | 1 March 2018 | £0.20 | 22% | 1 March 2021 | 1 March 2028 |
2 | 1,600,000 | 1 March 2019 | £0.24 | 47% | 1 March 2022 | 1 March 2029 |
3 | 1,600,000 | 1 March 2020 | £0.30 | 83% | 1 March 2023 | 1 March 2030 |
James Chance, CFO
| Number of Shares under Option | Date of Grant | Exercise Price | Premium to closing price on 28 February 2018 | Expiry date of Service Period | Expiry date of Option Period |
1 | 1,000,000 | 1 March 2018 | £0.20 | 22% | 1 March 2021 | 1 March 2028 |
2 | 1,000,000 | 1 March 2019 | £0.24 | 47% | 1 March 2022 | 1 March 2029 |
3 | 1,000,000 | 1 March 2020 | £0.30 | 83% | 1 March 2023 | 1 March 2030 |
A total of 2,600,000 new LTIP Options have been issued today, with an exercise price of 20p each which represents 2.16% per cent of the Company's current issued share capital.
A total of 7,800,000 new LTIP Options are to be awarded over the next three years which represents 6.49% per cent of the Company's current issued share capital.
Mark Routh, Chairman of IOG commented: -
"I am pleased to incentivise key members of IOG's management team to ensure that they reside over a proactive Group-wide health, safety and environment focused culture and deliver share price growth for all our shareholders and stakeholders over the coming years."
-ENDS-
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Enquiries:
Independent Oil and Gas plc Andrew Hockey (CEO) James Chance (CFO) | +44 (0) 20 3879 0510 |
finnCap Ltd Christopher Raggett/ Anthony Adams (Corporate Finance) | +44 (0) 20 7220 0500 |
Camarco Georgia Edmonds/Tom Huddart | +44 (0) 20 3757 4980 |
Notes:
Salaries and Fees Converted into 1p Options
For the period 1 September 2017 to 28 February 2018 the partial Salaries/Fees sacrificed by the Company directors named below and other members of the IOG management and technical teams were converted into 1p options, date of grant 1 March 2018, final exercise date of 1 March 2023 at the following VWAP reference prices: -
Name | Number of Ordinary Shares under option | VWAP Reference price (pence) | Exercise price (pence) | Salary/Fee Sacrifice Period |
Mark Routh* | 112,791 | 20.94p | 1p | 01-Sep-17 - 28-Feb-18 |
Andrew Hockey* | 102,537 | 20.94p | 1p | 01-Sep-17 - 28-Feb-18 |
James Chance | 85,448 | 20.94p | 1p | 01-Sep-17 - 28-Feb-18 |
Andrew Hay | 35,819 | 20.09p | 1p | 01-Sep-17 - 13-Feb-18 |
Martin Ruscoe* | 34,179 | 20.94p | 1p | 01-Sep-17 - 28-Feb-18 |
Charles Hendry* | 34,179 | 20.94p | 1p | 01-Sep-17 - 28-Feb-18 |
Others | 78,213 | 20.94p | 1p | 01-Sep-17 - 28-Feb-18 |
Total | 483,166 |
| ||
* Directors
Note: Where services have been provided for only part of a 6-month period the VWAP has been adjusted accordingly as above.
Option Details for any Person Discharging Managerial Responsibilities ("PDMR")
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Mark Routh | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Executive Officer / Chairman | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Independent Oil and Gas plc | ||||
b) | LEI | 2138005OA2NLZS2NRT74 | ||||
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 | The grant of Options over Ordinary Shares | ||||
Identification code | GB00BF49WF64 | |||||
b) | Nature of the transaction | Grant of Options over Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 1 March 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Andrew Hockey | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Deputy Chief Executive Officer/ 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 | Independent Oil and Gas plc | ||||
b) | LEI | 2138005OA2NLZS2NRT74 | ||||
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 | The grant of Options over Ordinary Shares | ||||
Identification code | GB00BF49WF64 | |||||
b) | Nature of the transaction | Grant of Options over Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 1 March 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | James Chance | ||||
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 | Independent Oil and Gas plc | ||||
b) | LEI | 2138005OA2NLZS2NRT74 | ||||
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 | The grant of Options over Ordinary Shares | ||||
Identification code | GB00BF49WF64 | |||||
b) | Nature of the transaction | Grant of Options over Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 1 March 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Martin Ruscoe | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Director | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Independent Oil and Gas plc | ||||
b) | LEI | 2138005OA2NLZS2NRT74 | ||||
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 | The grant of Options over Ordinary Shares | ||||
Identification code | GB00BF49WF64 | |||||
b) | Nature of the transaction | Grant of Options over Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 1 March 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Charles Hendry | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Director | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Independent Oil and Gas plc | ||||
b) | LEI | 2138005OA2NLZS2NRT74 | ||||
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 | The grant of Options over Ordinary Shares | ||||
Identification code | GB00BF49WF64 | |||||
b) | Nature of the transaction | Grant of Options over Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 1 March 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
PDMR Options granted under the Company's Long-Term Incentive Plans
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Andrew Hockey | ||||
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 | Independent Oil and Gas plc | ||||
b) | LEI | 2138005OA2NLZS2NRT74 | ||||
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 | The grant of Options over Ordinary Shares | ||||
Identification code | GB00BF49WF64 | |||||
b) | Nature of the transaction | Grant of Options over Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 1 March 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | James Chance | ||||
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 | Independent Oil and Gas plc | ||||
b) | LEI | 2138005OA2NLZS2NRT74 | ||||
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 | The grant of Options over Ordinary Shares | ||||
Identification code | GB00BF49WF64 | |||||
b) | Nature of the transaction | Grant of Options over Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 1 March 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||