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Implementation of Long Term Incentive Plan

30 Jul 2012 07:00

RNS Number : 7521I
SeaEnergy PLC
30 July 2012
 



30 July 2012

SeaEnergy PLC

("SeaEnergy" or the "Company")

 

Implementation of Long Term Incentive Plan and Total Voting Rights

At the General Meeting held on 25 July 2012, the Company received approval from shareholders to implement a Long Term Incentive Plan ("LTIP"). The LTIP takes the form of joint ownership of (in aggregate) 5,545,938 new Ordinary Shares, representing 10 per cent. of the Company's enlarged issued share capital following the results of the recent Tender Offer and the implementation of the LTIP. The participating executives and the Company's Employee Benefit Trust ("EBT") will own such shares ("Incentive Shares") jointly. The Company's Remuneration Committee has approved the issue of Incentive Shares.

 

The Incentive Plan provides for the EBT being entitled to receive all of the value up to 40 pence per Incentive Share ("the Investment Price") less the amount to be subscribed by the participating executive (as described below). The participating executive will be entitled to any increase in value of the Incentive Shares above the Investment Price, and a proportion of any ordinary dividends paid on the Incentive Shares. The Investment Price may be further reduced by an amount reflecting any dividends paid on the Incentive Shares which arise from any future disposals of legacy assets, to which dividends the participating executive is not entitled under the Incentive Plan. When the Incentive Shares are sold, the participating executive will realise any increase in value of the Incentive Shares above the Investment Price (or above the figure to which the Investment Price has been reduced as a result of any dividends arising from future disposals of legacy assets).

 

On 27 July 2012, the EBT and the participating executives subscribed, pursuant in each case to an Incentive Share Agreement, for each Incentive Share at the Investment Price. Pursuant to each Incentive Share Agreement, the participating executive subscribed one pence for each Incentive Share and the EBT subscribed nine pence for each Incentive Share to be owned jointly. The remainder of the subscription price due to the Company for each such Incentive Share (being 30 pence per share), will be paid as to 90 per cent. by the EBT and the balance by the participating executive on the earliest to occur of the following circumstances:

 

● the participating executive and the EBT selling the Incentive Shares pursuant to a general offer for

the shares of the Company;

 

● the Company's demand for payment of the balance of the Incentive Shares subscription monies;

or

 

● the Company's return of capital to the EBT and the participating executive (for example, through

a purchase by the Company of its own shares).

 

In addition, the remaining outstanding portion of the subscription price for which the participating executive is responsible shall become payable in certain circumstances, including: on the date on which the participating executive's employment with the Company is terminated; if the participating executive fails to make any payment due in terms of the Incentive Share Agreement; if the participating executive becomes bankrupt; or if the participating executive sells or grants security over his interest in the Incentive Shares.

 

The outstanding portion of the subscription price for the Incentive Shares for which the participating executive is responsible will for tax purposes be considered a loan from the Company to the participating executive, and the participating executive will be taxed on a deemed interest liability in accordance with applicable law. The portion of the outstanding subscription price for the Incentive Shares that the EBT will owe to the Company will take the form of a non-recourse loan from the Company to the EBT. This loan will also provide the EBT with the funds required to enable it to pay the initial subscription monies due to the Company for the Incentive Shares to be issued jointly to the EBT. It is intended that this loan be repaid as and when the Incentive Shares are sold.

 

In order to better align the respective interests of Shareholders and the Company's Executive Directors in the long-term profitability and respective success of the Company, the participating executive may, prior to the fifth anniversary of the issue of the Incentive Shares, sell Incentive Shares only pursuant to a general offer for the shares of the Company. Furthermore, if the executive resigns before the age of 55 or departs under circumstances justifying summary dismissal, he shall forfeit all rights in the Incentive Shares. If the participating executive ceases to be employed by the Company in any other circumstances (in which case he shall be deemed to be a "Good Leaver") prior to the fifth anniversary of the date of issue of the relevant Incentive Shares, then the participating executive shall be entitled to retain an interest in 1.6667 per cent. of the Incentive Shares for each month of employment completed since the date of the issue of the relevant Incentive Shares. Any Incentive Shares that are forfeited by a participating executive will be held in the EBT for future use. However, between the fifth anniversary and the tenth anniversary of the issue of the relevant Incentive Shares, the participating executive shall be entitled to acquire the EBT's interest in the relevant Incentive Shares which are not forfeited.

 

The Incentive Plan will permit Executive Directors and senior management to participate in the growth in value of the Company over the next five to ten years, the benefits being based on future growth only, with no cash cost to the Company. The Company's Remuneration Committee believes that such a plan, along with revised salary and annual performance bonus arrangements, will better align the respective interests of Shareholders and the Company's Executive Directors.

 

Of the 5,545,938 new Ordinary Shares subscribed for, 4,159,453 have been subscribed for jointly by certain Executive Directors and the EBT. The balance of 1,386,485 shares were subscribed for jointly by a senior executive and the EBT. The LTIP shares subscribed for, and the revised interests of the relevant Executive Directors following the issue of the shares and the cancellation of the Tender Offer shares, are as follows :

 

LTIP shares

Revised Interest

% of issued share capital

John Aldersey-Williams

1,663,780

1,769,596

3.19

Steven Bertram

1,386,485

2,230,133

4.02

Christopher Moar

1,109,188

1,308,282

2.36

 

On 27 July 2012 Steven Bertram transferred 190,000 ordinary shares from his personal holding to his pension fund leaving his total revised interest unchanged. On the same date Christopher Moar transferred 87,007 ordinary shares from his personal holding to his pension fund leaving his total revised interest unchanged.

 

Both of these transactions were carried out at a price of 34.25 pence per share.

 

Application has been made for 5,545,938 new ordinary shares of 10 pence each to commence trading on AIM. The new ordinary shares rank pari passu with the Company's existing issued ordinary shares and dealings in the new ordinary shares are expected to commence on 2 August 2012.

 

Following the cancellation of the Tender Offer shares and admission of the Incentive Shares, pursuant to the requirements of the Disclosure and Transparency Rules, the Company's issued share capital will consist of 55,459,383 Ordinary Shares, all of which carry voting rights. Terms used in this announcement shall have the meaning ascribed to them in the circular to shareholders published on 6 July 2012 unless otherwise stated.

 

For further information contact:

 

SeaEnergy PLC

Chris Moar - Finance Director

+44 1224 748480

 

Investec Bank plc - NOMAD

James Grace, David Flin

+44 20 7597 4000

 

Pelham Bell Pottinger - Public Relations

Mark Antelme, Rollo Crichton-Stuart

+44 20 7861 3232

 

www.seaenergy-plc.com

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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