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20 Mar 2012 13:35
20 March 2012
Petrofac Limited (the 'Company')
Notification of Transactions by
Persons Discharging Managerial Responsibilities
Pursuant to the Company's obligations under Disclosure and Transparency Rule 3.1.4, the Company hereby makes the following notifications in respect of its Executive Directors and their awards and vestings of ordinary shares of US$0.02 each in the Company (the 'Shares') under the Petrofac Performance Share Plan ('PSP') and the Petrofac Deferred Bonus Share Plan ('DBSP'),which took place on Monday 19 March 2012. The Company takes the view that it is only its Directors who may be regarded as Persons Discharging Managerial Responsibilities ('PDMRs').
These awards and vestings form part of the Company's annual bonus cycle and, in line with previous years, some of the PDMRs elected to sell Shares resulting from their respective vestings. Details of each PDMR's position before and after the awards and vestings are outlined in the tables below.
PSP
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 are made at nil cost to participants.
Total number of Shares held under the PSP prior to 19 March 2012 | Number of Shares vested on 19 March 2012
| Number of Shares sold on 19 March 2012 | Number of Shares awarded under the PSP on 19 March 2012 | Total number of Shares held under the PSP after 19 March 2012 | |
Ayman Asfari1 | 329,749 | 131,188 | 68,321 | 70,472 | 269,033 |
Maroun Semaan2 | 201,625 | 82,476 | - | 37,004 | 156,153 |
Marwan Chedid2 | 72,939 | 32,989 | - | 46,256 | 86,206 |
Andy Inglis | 109,914 | - | - | 58,726 | 168,640 |
Tim Weller | - | - | - | 39,640 | 39,640 |
1Ayman Asfari elected not to sell any Shares in excess of the number required to be sold to satisfy his tax liability. The average share price for the Shares sold was 1706.8114 pence. His shareholding in the Company has therefore increased by the number of his unsold vested Shares. See the last table below for details of his shareholding after 19 March 2012.
2 Marwan Chedid and Maroun Semaan elected not to sell any Shares and as a consequence their respective shareholdings in the Company have increased by the number of Shares vested. See the last table below for details of their shareholdings after 19 March 2012.
DBSP
Under the DBSP, selected employees are required to defer a proportion of their annual cash bonus in Shares. Prior to Marwan Chedid's appointment as Chief Executive of Engineering, Construction, Operations & Maintenance (ECOM) he was entitled to participate in the DBSP. Subject to a number of limited exceptions and provided he does not leave the Company's employment, a proportion of his Shares awarded under the DBSP will vest in full on the third anniversary of grant; the balance will 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 were made at nil cost.
Total number of Shares held under the DBSP prior to 19 March 2012 | Number of Shares vested on 19 March 2012 | Number of Shares sold on 19 March 2012 | Total number of Shares held under the DBSP after 19 March 2012 | |
Marwan Chedid1 | 90,496 | 43,920 | 43,920 | 46,576 |
1 The average share price for the shares sold was 1706.8114 pence.
Following these transactions, the PDMRs and their connected persons hold the following beneficial interests in the Company.
Total number of Shares held in the Company prior to 19 March 2012 | Total number of Shares held in the Company after 19 March 2012 | Total number of Shares held in the Company after 19 March 2012, expressed as % of the total shares in issue | |
Ayman Asfari | 62,837,968 | 62,900,835 | 18.186 |
Maroun Semaan | 28,135,388 | 28,217,864 | 8.159 |
Marwan Chedid | 1,288,924 | 1,321,913 | 0.382 |
Andy Inglis | 10,035 | 10,035 | 0.003 |
Tim Weller | - | - | - |
In addition, Andy Inglis and Tim Weller hold awards over 41,915 and 29,938 Shares respectively under the Company's Restricted Share Plan. These Shares will vest on a one-third annualisedbasis on each of the first, second and third anniversaries of the date of the awards respectively subject to limited exceptions and their continued employment.
The Company's issued share capital consists of 345,870,233 Shares with voting rights. Each Share carries the right to one vote. The Company does not hold any Shares in Treasury.
For further information contact:
Petrofac Limited
Sofia Bernsand
020 7811 4900
Tulchan Communications Group Ltd
Stephen Malthouse
Martin Robinson
Tel: +44 (0) 20 7353 4200
petrofac@tulchangroup.com
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