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22 Mar 2010 14:40
22 March 2010
Petrofac Limited (the "Company")
Notification of Transactions by
Persons Discharging Managerial Responsibilities (PDMRs)
Pursuant to the Company's obligations under Disclosure and Transparency Rule 3.1.4, the Company hereby notifies the following awards and vestings of ordinary shares of US$0.025 each in the Company (the "Shares") under the Petrofac Performance Share Plan ("PSP") and the Petrofac Deferred Bonus Share Plan ("DBSP") made on 19 March 2009.
PSP awards are made by the Company to senior executives and generally vest on the third anniversary of the date of grant provided a participant does not leave the Company's employment and to the extent that performance conditions have been satisfied. Awards were made at nil cost to participants.
Under the DBSP, selected employees are invited or required to defer a proportion of their annual cash bonus in Shares. Subject to a number of limited exceptions and provided a participant does not leave the Company's employment, Shares awarded under the DBSP may either vest in full on the third anniversary of grant; or alternatively vest one third on the first anniversary of grant, one third on the second anniversary of grant and the final third on the third anniversary of grant. Awards are made at nil cost to participants.
These awards and vestings form part of the Company's annual bonus cycle and in line with last year, some of the Directors and PDMRs elected to sell Shares resulting from their respective vestings.
Directors
PSP
|
|
Total number of Shares held under the PSP prior to 19 March 2010 |
Number of Shares vested
|
Number of Shares sold |
Total number of Shares held under the PSP after 19 March 2010 |
|
Ayman Asfari |
316,242 |
95,671 |
95,671 |
220,571 |
|
Maroun Semaan |
166,221 |
45,204 |
45,204 |
121,017 |
|
Amjad Bseisu |
150,199 |
55,807 |
55,807 |
94,392 |
|
Keith Roberts |
155,553 |
58,465 |
58,465 |
97,088 |
Shares were sold at an average price of 1200.93 pence per Share.
Following these transactions, the Directors continue to hold the following beneficial interests in the Company.
|
|
Total number of Shares held in the Company prior to 19 March 2010 |
Total number of Shares held in the Company after 19 March 2010 |
Total number of Shares held in the Company after 19 March 2010, expressed as % of the total shares in issue |
|
Ayman Asfari |
53,782,114 |
53,782,114 |
15.561 |
|
Maroun Semaan |
30,607,676 |
30,607,676 |
8.856 |
|
Keith Roberts |
2,120,000 |
2,120,000 |
0.613 |
PDMRs
PSP
|
|
Total number of Shares held under the PSP prior to 19 March 2010 |
Number of Shares vested
|
Number of Shares sold |
Total number of Shares held under the PSP after 19 March 2010 |
|
Marwan Chedid1 |
65,720 |
17,122 |
Nil |
48,598 |
|
Gordon East2 |
43,509 |
14,615 |
6,002 |
28,894 |
|
Robert Jewkes |
65,101 |
26,575 |
26,575 |
38,526 |
|
Richard Milne |
92,012 |
30,561 |
30,561 |
61,451 |
|
Robin Pinchbeck |
107,544 |
37,670 |
37,670 |
69,874 |
|
SS Sarma1 |
39,899 |
10,273 |
Nil |
29,626 |
|
Rajesh Verma1 |
55,568 |
17,122 |
Nil |
38,446 |
1 Marwan Chedid, SS Sarma and Rajesh Verma elected not to sell any Shares and as a consequence their respective shareholdings in the Company have increased in proportion to the number of Shares vested. See the final table for details of PDMR shareholdings after 19 March 2010.
2 Gordon East elected not to sell any Shares in excess of the number required to be sold to satisfy his tax liability. His shareholding in the Company increased in proportion to the number of his unsold vested Shares. See the final table for details of PDMR shareholdings after 19 March 2010.
DBSP
|
|
Total number of Shares held under the DBSP prior to 19 March 2010 |
Number of Shares vested
|
Number of Shares sold |
Number of Shares awarded under the DBSP on 19 March 2010
|
Total number of Shares held under the DBSP after 19 March 2010 |
|
Marwan Chedid1 |
98,796 |
40,914 |
Nil |
29,878 |
87,760 |
|
William Dunnett1 |
73,812 |
26,202 |
Nil |
20,528 |
68,138 |
|
Gordon East2 |
41,214 |
22,586 |
9,270 |
10,290 |
28,918 |
|
Paul Groves |
Nil |
Nil |
Nil |
3,292 |
3,292 |
|
Robert Jewkes |
58,310 |
28,764 |
28,764 |
12,348 |
41,894 |
|
SS Sarma1 |
73,472 |
31,296 |
Nil |
21,728 |
63,904 |
|
Rajesh Verma1 |
93,192 |
40,594 |
Nil |
24,444 |
77,042 |
1Marwan Chedid, William Dunnett, SS Sarma, Rajesh Verma elected not to sell any Shares and as a consequence their respective shareholdings in the Company have increased in proportion to the number of Shares vested. See the table below for details of PDMR shareholdings after 19 March 2010.
2 Gordon East elected not to sell any Shares in excess of the number required to be sold to satisfy his tax liability. His shareholding in the Company increased in proportion to the number of his unsold vested Shares. See the table below for details of PDMR shareholdings after 19 March 2010.
Shares were sold at an average price of 1200.93 pence per Share.
Other PDMR transactions
On 20 March 2010, the Company was notified that SS Sarma sold 20,000 Shares at 1215.00 pence per Share on 16 March 2010.
Further, on 19 March 2010, Robin Pinchbeck notified the Company that his wife Bridget Pinchbeck entered into an unconditional contract with Albola Investments Limited, a company wholly-owned by Robin and Bridget Pinchbeck on 17 March 2010. Under the contract, Albola Investments Limited will have the right to acquire 700,000 of the 900,000 Shares owned by Bridget Pinchbeck, at any time up to 5 April 2015, at their market value at the date of completion. There is no change in the legal or beneficial interests in the Shares or the voting rights attached to them.
Following all the transactions detailed above, the PDMRs hold the following beneficial interests in the Company.
|
|
Total number of Shares held in the Company prior to 19 March 2010 |
Total number of Shares held in the Company after 19 March 2010 |
Total number of Shares held in the Company, expressed as % of the total shares in issue |
|
Marwan Chedid |
1,337,962 |
1,395,998 |
0.404 |
|
Gordon East |
17,528 |
39,457 |
0.011 |
|
William Dunnett |
2,763 |
28,965 |
0.008 |
|
Robert Jewkes |
1,000,000 |
1,000,000 |
0.289 |
|
Richard Milne |
570,000 |
570,000 |
0.165 |
|
SS Sarma |
628,250 |
649,819 |
0.188 |
|
Rajesh Verma |
1,690,358 |
1,748,074 |
0.506 |
If participants and their connected persons hold Shares outside the PSP and DBSP (or any other Company share incentive scheme), separate announcements are made under the Disclosure and Transparency Rules as required.
The Company's issued share capital consists of 345,629,656 Shares with voting rights. Each Share carries the right to one vote. The Company does not hold any Shares in Treasury.
Contact for enquiries:
Petrofac Limited
Sofia Bernsand
020 7811 4900
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