Last checked at 14 Sep 2020 07:00
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY SDX TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
14 September 2020
SDX ENERGY PLC
("SDX" or the "Company")
Grant of awards under the Company's long-term incentive plan ("LTIP") to the Executive Directors and certain other key employees of the Company and PDMR dealings
SDX Energy Plc (AIM: SDX), the MENA-focused oil and gas company, announces that on 14 September 2020 the Company issued awards under its long term incentive plan ("LTIP" or the "Plan") to its Executive Directors and certain other key employees.
It is the aim of the Board of Directors of the Company to reward key employees on a basis which is aligned with the interests of shareholders and the performance of the Company. As such, the Remuneration Committee has set stretching strategic, operational, financial and shareholder return criteria which must be met for vesting of these LTIP awards to occur.
The maximum number of ordinary shares that could vest under the LTIP awards is 6,454,356 in aggregate, with awards having a three year vesting period and the performance criteria shown below. In order for vesting to occur, a minimum 25% aggregate attainment across the performance criteria must be reached. The aggregate attainment is calculated as the percentage of the stretch target achieved multiplied by the performance measure weighting, totaled across all targets. The Board of Directors retains absolute discretion to adjust the level of vesting should the initial outcome not constitute a fair and accurate reflection of the performance of the Company over the period.
Performance measure | Stretch target | Weighting |
Post-tax operating cash flow | US$135 million | 16.67%1 |
Working interest production | 27,000 boe/d | 16.67%1 |
Proved and probable reserves | 75 million boe | 16.67%1 |
Total shareholder return | Outperform the FTSE All-Share Oil & Gas index2 | 50.00% |
1 - Rounded to nearest 0.01%
2 - Outperformance of the FTSE All-Share Oil & Gas index constitutes threshold performance and would result in a 25% attainment of this performance measure. The degree of outperformance will be considered by the Board of Directors when assessing attainment above this initial 25% level.
The number of LTIP awards granted to the Company's Executive Directors is 2,653,302, as shown in the table below. Should the awards vest, each vested option may be exercised into one ordinary share. The number of ordinary shares over which the LTIP awards have been granted equates to 100% of each of the Executive Directors' 2020 salaries, representing a reduced opportunity from previous awards granted to Executive Directors, the most recent of which was in March 2018 and included an opportunity equivalent to 200% of salary. The awards for the Executive Directors are subject to a further two year holding period from the date of vesting with malus and clawback provisions contained in the rules of the Plan which can be applied to awards made to all participants.
To take account of share price volatility in current market conditions, the number of ordinary shares subject to the LTIP awards has been determined by reference to the 60-day volume weighted average price of a share on 11 September 2020 (£0.1696 per share).
1. Name | 2. Status | 3. Number of ordinary shares subject to LTIP award |
Mark Reid | CEO and Director | 1,768,868 |
Nick Box | CFO and Director | 884,434 |
The number of ordinary shares that may be issued or reserved for issuance under the awards granted pursuant to the LTIP, together with all ordinary shares which may be issued under options granted pursuant to the Company's stock option plan, may not exceed 10% of the Company's issued and outstanding ordinary shares at the time of grant. As at the date of this announcement, vested and issued options under the LTIP and the Company's stock option plan amounted to 5.15% of the Company's issued and outstanding ordinary shares.
About SDX
SDX is an international oil and gas exploration, production and development company, headquartered in London, United Kingdom, with a principal focus on MENA. In Egypt, SDX has a working interest in three producing assets: a 55% operated interest in the South Disouq gas field in the Nile Delta, a 50% non-operated interest in the West Gharib concession, which is located onshore in the Eastern Desert, adjacent to the Gulf of Suez, and a 12.75% non-operated interest in the South Ramadan concession offshore Gulf of Suez. In Morocco, SDX has a 75% working interest in five development/production concessions, all situated in the Gharb Basin. The producing assets in Morocco are characterised by attractive gas prices and exceptionally low operating costs. SDX has a strong weighting of fixed price gas assets in its portfolio with low operating costs and attractive margins throughout, providing resilience in a low commodity price environment. SDX's portfolio also includes high impact exploration opportunities in both Egypt and Morocco.
For further information, please see the Company's website at www.sdxenergy.com or the Company's filed documents at www.sedar.com.
For further information:
SDX Energy Plc Mark Reid Chief Executive Officer Tel: +44 203 219 5640
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Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker) Callum Stewart Simon Mensley Ashton Clanfield Tel: +44 (0) 207 710 7600
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Peel Hunt LLP (Joint Broker) Richard Crichton David McKeown Tel: +44 (0) 207 418 8900
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Camarco (PR) Billy Clegg Owen Roberts Violet Wilson Tel: +44 (0) 203 757 4980 |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Mark Reid | ||||
2 | Reason for the notification | |||||
a) | Position/status | CEO | ||||
b) | Initial notification /Amendment | Initial notification | ||||
3 | Details of the issuer | |||||
a) | Name | SDX Energy PLC | ||||
b) | LEI | 213800ALYZJ5JN26DY75 | ||||
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 Identification Code |
Grant of Options over Ordinary shares of GBP £0.01 GB00BJ5JNL69 | ||||
b) | Nature of the transaction | Grant of Options over Ordinary shares of GBP £0.01 | ||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price |
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e) | Date of the transaction | 14 September 2020 | ||||
f) | Place of the transaction | XOFF | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Nicholas Box | ||||
2 | Reason for the notification | |||||
a) | Position/status | CFO | ||||
b) | Initial notification /Amendment | Initial notification | ||||
3 | Details of the issuer | |||||
a) | Name | SDX Energy PLC | ||||
b) | LEI | 213800ALYZJ5JN26DY75 | ||||
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 Identification Code |
Grant of Options over Ordinary shares of GBP £0.01 GB00BJ5JNL69 | ||||
b) | Nature of the transaction | Grant of Options over Ordinary shares of GBP £0.01 | ||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price |
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e) | Date of the transaction | 14 September 2020 | ||||
f) | Place of the transaction | XOFF | ||||