Last checked at 14 Mar 2022 16:23
NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
Seplat Energy PLC ("Seplat" or "Company")
Share Awards granted/released under the Seplat Energy PLC 2014 Long Term Incentive Plan ("LTIP")
Lagos and London - 14th March 2022: Following the announcement on 25 February 2022 that Seplat had entered into an agreement to acquire the entire share capital of Mobil Producing Nigeria Unlimited, the Remuneration Committee of the Board has granted awards under the LTIP to the Executive Directors of the Company in relation to the 2021 financial year and as set out in Seplat's 2020 Annual Report. The grant of these awards at an earlier stage was delayed because of share dealing restrictions.
The following awards ("LTIP Awards") over ordinary shares of 0.5 Naira each ("Shares") of Seplat were granted under the LTIP to Executive Directors of the Company on 10th March 2022 (the "Award Date") as set out below using the average share price over the 5 day period prior to the date of grant. As provided in the rules of the LTIP and the remuneration policy approved by shareholders, the Remuneration Committee has exercised its discretion to increase the number of shares from the normal limit (300% of salary for the Chief Executive Officer and 240% for other Executive Directors) to reflect the difference between the current share price and the price when awards relating to the 2021 financial year had been granted to other employees not impacted by share dealing restrictions (November 2021). Vesting of the LTIP awards is dependent on continued employment and the achievement of relative and absolute Total Shareholder Return ("TSR") performance targets and a qualitative underpin over a three-year performance period which began on 1 January 2021. The LTIP Awards will be subject to a two year post vesting holding period. Full details of the vesting conditions of these LTIP Awards will be set out in the Company's 2021 Annual Report.
Name | Position | Total Number of Shares over which the award is granted* | Increase in number of shares from the normal limit at RemCo's Discretion | Total 2021 LTIP Award |
Roger Brown | Chief Executive Officer | 1,728,161 | 465,425 | 2,193,586 |
Emeka Onwuka | Chief Financial Officer | 1,146,754 | 308,841 | 1,455,595 |
Effiong Okon | Operations Director | 1,169,359 | 314,929 | 1,484,288 |
* In line with the Directors' Remuneration Policy, the number of Shares to be awarded was calculated by dividing the monetary value of the salary multiple relevant for each Executive Director by the five-day average share price prior to the date on which the LTIP Awards were granted of £1.117.
The Remuneration Committee retains discretion to make adjustments to the LTIP Awards vesting level and amounts payable resulting from the application of the performance measures if it considers that the outcomes are not a fair and accurate reflection of corporate performance.
It should be noted that the Remuneration Committee is intending to grant LTIP Awards to Executive Directors relating to the 2022 financial year within 42 days of the announcement of Seplat's 2021 financial results (excluding any days in any close period). Vesting of these LTIP Awards is dependent on continued employment and the achievement of relative and absolute TSR performance targets and a qualitative underpin over a three-year performance period which began on 1 January 2022. For the avoidance of doubt this means that the Executive Directors will be granted two LTIP Awards in 2022, one relating to the 2021 financial year and delayed because of share dealing restrictions and one relating to the 2022 financial year.
On 10 March 2022 the Company also granted the following awards ("Deferred Share Awards") in respect of the 2020 Annual Bonus over Shares under the LTIP to Executive Directors of the Company as set out below. Under the Directors' Remuneration Policy approved by shareholders at Seplat's 2021 Annual General Meeting, 25% of the directors' annual bonus relating to the 2020 financial year is deferred into an award over Shares and the Shares will normally be released on 31 December 2022 (two years following the end of the performance year in respect of which the Deferred Share Award is granted) subject to continued employment in line with the LTIP rules. The grant of these Deferred Share Awards was also delayed because of share dealing restrictions.
Name | Position | Number of Shares over which the award is granted* |
Roger Brown | Chief Executive Officer | 83,182 |
Emeka Onwuka | Chief Financial Officer | 26,864 |
Effiong Okon | Operations Director | 62,522 |
* The number of Shares awarded was calculated by reference to Seplat's closing share price on 31 December 2020 of £0.65 as per the remuneration policy approved by shareholders and disclosed in the Company's 2020 Annual Report
Full details of the Company's achievements against the corporate performance targets applying to the 2018 LTIP Awards will be disclosed in the Company's 2021 Annual Report.
On 10 March 2022 the Company also granted the following awards ("Deferred Share Awards") in respect of the 2021 Annual Bonus over Shares under the LTIP to Executive Directors of the Company as set out below. Under the Directors' Remuneration Policy approved by shareholders at Seplat's 2021 Annual General Meeting, 25% of the directors' annual bonus relating to the 2021 financial year is deferred into an award over Shares and the Shares will normally be released on 31 December 2023 (two years following the end of the performance year in respect of which the Deferred Share Award is granted) subject to continued employment in line with the LTIP rules.
Name | Position | Number of Shares over which the award is granted* |
Roger Brown | Chief Executive Officer | 207,813 |
Emeka Onwuka | Chief Financial Officer | 114,915 |
Effiong Okon | Operations Director | 117,180 |
* The number of Shares awarded was calculated by reference to Seplat's closing share price on 31 December 2021 of £0.836 as per the approved remuneration policy.
No consideration was paid for the grant of the above 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.
- ENDS -
For: Seplat Energy Plc
Mrs. Edith Onwuchekwa
Director Legal/Company Secretary
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||||||||||
a) | Name | Roger Brown | ||||||||||||||||
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 Energy 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 Energy PLC of 0.5 Naira eachNGSEPLAT0008 | ||||||||||||||||
b) | Nature of the transaction | Grant of nil-cost options in respect of (a) the 2021 Annual LTIP Award and (b) Deferred Share Award in respect of the 2020 Annual Bonus under the Seplat Energy Plc 2014 Long Term Incentive Plan | ||||||||||||||||
c) | Price(s) and volume(s) |
| ||||||||||||||||
d) | Aggregated information
|
2,484,581 ordinary shares of 0.5 Naira each Nil consideration | ||||||||||||||||
e) | Date of the transaction | 10 March 2022 | ||||||||||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||||||||||
a) | Name | Emeka Onwuka | ||||||||||||||||
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 Energy 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 Energy PLC of 0.5 Naira eachNGSEPLAT0008 | ||||||||||||||||
b) | Nature of the transaction | Grant of (a) the 2021 Annual LTIP Award and (b) Deferred Share Award in respect of 2020 Annual Bonus under the Seplat Energy Plc 2014 Long Term Incentive Plan | ||||||||||||||||
c) | Price(s) and volume(s) |
| ||||||||||||||||
d) | Aggregated information
|
1,597,374 ordinary shares of 0.5 Naira each Nil consideration | ||||||||||||||||
e) | Date of the transaction | 10 March 2022 | ||||||||||||||||
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 Energy 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 Energy PLC of 0.5 Naira eachNGSEPLAT0008 | ||||||||||||||||
b) | Nature of the transaction | Grant of (a) the 2021 Annual LTIP Award and (b) Deferred Share Award in respect of 2020 Annual Bonus under the Seplat Energy Plc 2014 Long Term Incentive Plan | ||||||||||||||||
c) | Price(s) and volume(s) |
| ||||||||||||||||
d) | Aggregated information
|
1,663,990 ordinary shares of 0.5 Naira each Nil consideration | ||||||||||||||||
e) | Date of the transaction | 10 March 2022 | ||||||||||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||||||||||
Enquiries:
Seplat Energy PLC | |
Edith Onwuchekwa, Company Secretary Ngozi Osuzoka (Company Secretariat) | +234 1 277 0400 Ext 1110 +234 1 277 0444 Ext 1108 |
FTI Consulting | |
Ben Brewerton / Sara Powell / James Styles | +44 (0) 203 727 1000seplat@fticonsulting.com |