Last checked at 30 Apr 2020 12:00
NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
Seplat Petroleum Development Company Plc
2020 Share Awards granted under the 2014 Long Term Incentive Plan ("LTIP")
Lagos and London, 30 April 2020: The following awards over ordinary shares of 0.5 Naira each ("Shares") of Seplat Petroleum Development Company plc ("Seplat") were granted under the Seplat Petroleum Development Company Plc 2014 Long Term Incentive Plan ("LTIP") to Executive Directors of the Company on 30 April 2020 as set out below.
We recognise that the share price has fallen sharply in the weeks before the award was made, in response to the external pressures related to COVID-19 and the fall in the oil price. We note that the Company operates a policy to protect shareholders from excessive dilution and manage annual LTIP award levels whereby the number of shares awarded is calculated based on the higher of Seplat's average share price in Q1 each year or £1. Therefore, the number of shares has been calculated based on a share price of £1 as the Q1 2020 average share price was £0.96.
The awards will normally vest on 30 April 2023 being the third anniversary of the Award Date subject to relative TSR and underpin performance conditions.
Name | Position | Number of Shares over which the award is granted* |
Austin Avuru | Chief Executive Officer | 1,657,500 |
Roger Brown | Chief Financial Officer | 1,007,856 |
Effiong Okon | Operations Director | 1,123,417 |
* In line with the approach approved by the Remuneration Committee, the number of shares to be granted was calculated by dividing the monetary value of the salary multiple relevant for each PDMR by the higher of the average share price over Q1 2020 or £1. As the average share price over Q1 2020 was £0.96, the calculation has been performed based on £1.
On 30 April 2020 the Company also granted Deferred Share Awards in respect of the 2019 Annual Bonus over Shares of Seplat under the LTIP to Executive Directors of the Company as set out below.
Name | Position | Number of Shares over which the award is granted* |
Austin Avuru | Chief Executive Officer | 116,936 |
Roger Brown | Chief Financial Officer | 48,850 |
Effiong Okon | Operations Director | 48,713 |
* The number of shares awarded was calculated by reference to Seplat's closing share price on 31 December 2019 of £1.22.
Under the Directors' Remuneration Policy approved by Seplat's shareholders at Seplat's 2018 Annual General Meeting, 25% of the directors' annual bonus paid for a financial year is deferred into an award over Shares and the Shares will normally be released on 31 December 2021 (two years following the end of the performance year in respect of which the Award is made) subject to continued employment in line with the LTIP rules and corporate governance best practice. No consideration was paid for the grant of these awards and no consideration is due on the vesting of awards.
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Austin Avuru | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | Chief Executive Officer | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | Seplat Petroleum Development Company Plc | |||||||||
b) | LEI | 029200711C4S4CB2E982 | |||||||||
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 | Ordinary shares of Seplat Petroleum Development Company plc of 0.5 Naira eachNGSEPLAT0008 | |||||||||
b) | Nature of the transaction | Grant of (a) the 2020 Annual LTIP Award and (b) Deferred Share Award in respect of 2019 Annual Bonus under the Seplat Petroleum Development Company Plc 2014 Long Term Incentive Plan | |||||||||
c) | Price(s) and volume(s) |
| |||||||||
d) | Aggregated information
|
1,774,436 ordinary shares of 0.5 Naira each Nil consideration | |||||||||
e) | Date of the transaction | 30 April 2020 | |||||||||
f) | Place of the transaction | Outside a trading venue | |||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Roger Brown | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | Chief Financial Officer | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | Seplat Petroleum Development Company plc | |||||||||
b) | LEI | 029200711C4S4CB2E982 | |||||||||
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 | Ordinary Shares of Seplat Petroleum Development Company plc of 0.5 Naira eachNGSEPLAT0008 | |||||||||
b) | Nature of the transaction | Grant of nil-cost option in respect of (a) the 2020 Annual LTIP Award and (b) Deferred Share Award in respect of 2019 Annual Bonus under the Seplat Petroleum Development Company Plc 2014 Long Term Incentive Plan | |||||||||
c) | Price(s) and volume(s) |
| |||||||||
d) | Aggregated information
|
1,056,706 ordinary shares of 0.5 Naira each Nil consideration | |||||||||
e) | Date of the transaction | 30 April 2020 | |||||||||
f) | Place of the transaction | Outside a trading venue | |||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Effiong Okon | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | Operations Director | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | Seplat Petroleum Development Company plc | |||||||||
b) | LEI | 029200711C4S4CB2E982 | |||||||||
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 | Ordinary Shares of Seplat Petroleum Development Company plc of 0.5 Naira eachNGSEPLAT0008 | |||||||||
b) | Nature of the transaction | Grant of (a) the 2020 Annual LTIP Award and (b) Deferred Share Award in respect of 2019 Annual Bonus under the Seplat Petroleum Development Company plc 2014 Long Term Incentive Plan | |||||||||
c) | Price(s) and volume(s) |
| |||||||||
d) | Aggregated information
|
1,172,130 ordinary shares of 0.5 Naira each Nil consideration | |||||||||
e) | Date of the transaction | 30 April 2020 | |||||||||
f) | Place of the transaction | Outside a trading venue | |||||||||
Enquiries:
Seplat Petroleum Development Company Plc |
|
Edith Onwuchekwa, Company Secretary Ngozi Osuzoka (company secretariat) | +234 1 277 0400 Ext 53172 +234 1 277 0444 Ext 53325 |
FTI Consulting |
|
Ben Brewerton / Sara Powell | +44 (0) 203 727 1000seplat@fticonsulting.com |