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23 Mar 2011 09:01
23 March 2011
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$0.02 each in the Company (the "Shares") under the Petrofac Performance Share Plan ("PSP") and the Petrofac Deferred Bonus Share Plan ("DBSP"). The awards and vestings took place on Saturday, 19 March 2011, and any Shares sold in relation to the vestings were sold on Monday, 21 March 2011.
These awards and vestings form part of the Company's annual bonus cycle and in line with previous years, some of the Directors and PDMRs elected to sell Shares resulting from their respective vestings. Details of each Director's and PDMR's position before and after the awards and vestings are outlined in the tables below.
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.
Under the DBSP, selected employees are required, or in some instances invited, 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.
Directors
PSP
Total number of Shares held under the PSP prior to 19 March 2011 | Number of Shares vested on 19 March 2011
| Number of Shares sold on 21 March 2011 | Number of Shares awarded under the PSP on 19 March 2011 | Total number of Shares held under the PSP after 21 March 2011 | |
Ayman Asfari1 | 333,662 | 114,844 | 58,990 | 104,555 | 323,373 |
Maroun Semaan | 201,527 | 52,712 | - | 48,911 | 197,726 |
Andy Inglis | - | - | - | 107,789 | 107,789 |
Keith Roberts | 161,463 | 51,040 | 51,040 | 35,929 | 146,352 |
1Ayman Asfari 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 has therefore increased by the number of his unsold vested Shares. See the table below for details of his shareholding after 21 March 2011.
Shares were sold at an average price of 1417.9 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 2011 | Total number of Shares held in the Company after 21 March 2011 | Total number of Shares held in the Company after 21 March 2011, expressed as % of the total shares in issue | |
Ayman Asfari | 62,782,114 | 62,837,968 | 18.176 |
Maroun Semaan | 28,082,676 | 28,135,388 | 8.138 |
Andy Inglis1 | - | - | - |
Keith Roberts | 2,120,000 | 2,120,000 | 0.613 |
1Andy Inglis does not currently have a shareholding in the Company albeit he has been made awards under the Company's Restricted Share Plan and the PSP.
PDMRs
PSP
Total number of Shares held under the PSP prior to 19 March 2011 | Number of Shares vested on 19 March 2011
| Number of Shares sold on 21 March 2011 | Number of Shares awarded under the PSP on 19 March 2011 | Total number of Shares held under the PSP after 21 March 2011 | |
Marwan Chedid1 | 72,817 | 21,297 | - | 20,009 | 71,529 |
William Dunnett2 | 50,820 | 7,974 | 4,096 | 17,964 | 60,810 |
Gordon East2 | 43,514 | 15,949 | 8,193 | 10,778 | 38,343 |
Paul Groves | 3,717 | - | - | 5,030 | 8,747 |
Robert Jewkes | 56,472 | 21,266 | 21,266 | 14,371 | 49,577 |
Richard Milne | 85,497 | 31,900 | 31,900 | 19,761 | 73,358 |
Robin Pinchbeck | 95,726 | 34,608 | 34,608 | - | 61,118 |
SS Sarma1 | 45,484 | 10,647 | - | 13,339 | 48,176 |
Rajesh Verma1 | 58,415 | 15,972 | - | 13,339 | 55,782 |
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 by the number of Shares vested. See the final table for details of PDMR shareholdings after 21 March 2011.
2 William Dunnett and Gordon East elected not to sell any Shares in excess of the number required to be sold to satisfy their respective tax liabilities. Their shareholdings in the Company have therefore increased by the number of their unsold vested Shares. See the final table for details of PDMR shareholdings after 21 March 2011.
DBSP
Total number of Shares held under the DBSP prior to 19 March 2011 | Number of Shares Vested on 19 March 2011
| Number of Shares Sold on 21 March 2011 | Number of Shares awarded under the DBSP on 19 March 2011 | Total number of Shares held under the DBSP after 21 March 2011 | |
Marwan Chedid1 | 96,872 | 41,470 | - | 33,346 | 88,748 |
William Dunnett2 | 75,276 | 36,498 | 18,748 | 19,760 | 58,538 |
Gordon East2 | 31,916 | 17,956 | 9,224 | 10,778 | 24,738 |
Paul Groves2 | 3,632 | 1,206 | 605 | 4,310 | 6,736 |
Robert Jewkes | 46,244 | 26,516 | 26,516 | 14,370 | 34,098 |
SS Sarma1 | 70,532 | 28,008 | - | 26,676 | 69,200 |
Rajesh Verma1 | 85,036 | 39,046 | - | 28,900 | 74,890 |
1Marwan Chedid, SS Sarma, and Rajesh Verma 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 table below for details of PDMR shareholdings after 21 March 2011.
2 William Dunnett, Gordon East and Paul Groves elected not to sell any Shares in excess of the number required to be sold to satisfy their respective tax liabilities. Their shareholdings in the Company have therefore increased by the number of their unsold vested Shares. See the table below for details of PDMR shareholdings after 21 March 2011.
Shares were sold at an average price of 1417.9 pence per Share.
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 2011 | Total number of Shares held in the Company after 21 March 2011 | Total number of Shares held in the Company after 21 March 2011, expressed as % of the total shares in issue | |
Marwan Chedid | 1,220,998 | 1,283,765 | 0.371 |
Gordon East | 39,457 | 55,945 | 0.016 |
William Dunnett | 28,965 | 50,593 | 0.015 |
Paul Groves | - | 601 | 0.000 |
Robert Jewkes | 1,000,000 | 1,000,000 | 0.289 |
Richard Milne | 570,000 | 570,000 | 0.165 |
Robin Pinchbeck | 700,000 | 700,000 | 0.202 |
SS Sarma | 540,839 | 579,494 | 0.168 |
Rajesh Verma | 1,198,074 | 1,253,092 | 0.362 |
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 345,715,053 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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