Last checked at 27 May 2015 07:00
For immediate release:
27 May, 2015
Seplat Petroleum Development Company Plc (the "Company")
Notification of Transactions Of Directors/Persons Discharging Managerial Responsibility ("PDMR") and Connected Persons
Pursuant to the Company's obligations under Disclosure and Transparency Rule 3.1, the Company notifies that:
1. Shebah Petroleum Development Company Limited ("Shebah") has notified the Company that it entered into a deed of share charge with Vitol S.A. on 7 May 2015 and that the last of the documents required pursuant to the Vitol Share Charge were delivered on 22 May 2015. Pursuant to the Share Charge, as collateral for crude offtake pre-payment facilities extended to its affiliate Shebah Exploration and Production Company Limited ("SEPCOL") and in order to finance its exploration program and operating costs, Shebah granted security over up to 18,500,000 ordinary shares of NGN0.50 each in the capital of the Company, in which it had and retains a beneficial interest. The number of shares charged is subject to adjustment upon any test date and must be sufficient to satisfy a coverage ratio related to the amount outstanding from time to time under the pre-payment facilities, subject to the number of shares over which security is granted not exceeding 3% of the entire issued share capital of the Company at the relevant test date. Further details of the transaction are set out in Annex DTR3 Part I: Vitol Share Charge.
2. Shebah has also notified the Company that, as collateral for existing working capital facilities extended to SEPCOL by Zenith Bank Plc in order to finance its exploration program and operating costs, Shebah has agreed to grant security over up to 27,500,000 ordinary shares of NGN0.50 each in the capital of the Company to Zenith Bank Plc, in which it had and retains a beneficial interest. Further details of the transaction are set out in Annex DTR3 Part II: Zenith Share Charge.
3. Shebah is an entity controlled by Dr. Ambrosie Bryant Chukwueloka Orjiako, the Chairman of the Company and a PDMR, and members of his family, and Shebah is therefore a "connected person" of Dr. Orjiako.
4. Following grant of the security interests referred to above, Shebah remains the registered holder and beneficial owner of a total of 72,136,912 shares in the Company, being 13.037% of the Company's entire issued share capital, including the shares charged or to be charged (as the case may be) under the Share Charges. An additional 12,600,000 ordinary shares in the capital of the Company are held directly by Dr. Orjiako's siblings, being 2.277% of the Company's entire issued share capital, and 1 ordinary share is held by Dr. Orjiako.
5. The price per charged share is the market value per share to be determined at the date of any exercise of the right to enforce the collateral under the relevant share charge.
Details of duly authorised officer of issuer responsible for making notification:
Roger Brown, CFO +44 (0) 203 725 6500
Investor enquiries:
Andrew Dymond, Investor Relations +44 (0) 203 725 6500
Annex DTR3
Notification of Transactions Of Directors/Persons Discharging Managerial Responsibility and Connected Persons
Part I: Vitol Share Charge
All relevant boxes should be completed in block capital letters.
1. | Name of the issuer
SEPLAT PETROLEUM DEVELOPMENT COMPANY PLC | 2. | State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act (2006). (I) A TRANSACTION NOTIFIED IN ACCORDANCE WITH DTR 3.1.2 R |
3. | Name of person discharging managerial responsibilities/director DR. AMBROSIE BRYANT CHUKWUELOKA ORJIAKO | 4. | State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person CONNECTED PERSON - SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED |
5. | Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest IN RESPECT OF A HOLDING OF THE PERSON REFERRED TO IN 4 ABOVE | 6. | Description of shares (including class), debentures or derivatives or financial instruments relating to shares
ORDINARY SHARES OF NGN0.50 |
7. | Name of registered shareholders(s) and, if more than one, the number of shares held by each of them SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED | 8. | State the nature of the transaction GRANT BY SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED, A CONNECTED PERSON, OF A CHARGE OVER CERTAIN SHARES HELD BY SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED IN THE COMPANY, AS SECURITY FOR CRUDE OFFTAKE PRE-PAYMENT FACILITIES EXTENDED TO ITS AFFILIATE SHEBAH EXPLORATION AND PRODUCTION COMPANY LIMITED. |
9. | Number of shares, debentures or financial instruments relating to shares acquired NOT APPLICABLE | 10. | Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) NOT APPLICABLE |
11. | Number of shares, debentures or financial instruments relating to shares disposed SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED REMAINS THE LEGAL AND BENEFICIAL OWNER OF THE SHARES AND RETAINS ALL VOTING RIGHT PRIOR TO ANY EVENT OF DEFAULT. IT HAS GRANTED A SECURITY INTEREST OVER 18,500,000 ORDINARY SHARES (SUBJECT TO ADJUSTMENT TO MAINTAIN THE RELEVANT COVERAGE RATIO, BUT SUBJECT ALWAYS TO THE NUMBER OF SHARES BEING LESS THAN 3% OF THE ISSUED SHARE CAPITAL OF THE COMPANY) | 12. | Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED REMAINS THE LEGAL AND BENEFICIAL OWNER OF THE SHARES. THE SECURITY INTEREST IS SUBJECT ALWAYS TO THE NUMBER OF SHARES BEING LESS THAN 3% OF THE ISSUED SHARE CAPITAL OF THE COMPANY |
13. | Price per share or value of transaction MARKET VALUE PER SHARE DETERMINED AT THE DATE OF ANY ENFORCE OF THE SECURITY GRANTED. | 14. | Date and place of transaction
7 MAY 2015, LAGOS, NIGERIA (SUBJECT TO DELIVERY OF ADDITIONAL DOCUMENTS, THE LAST OF WHICH WAS DELIVERED ON 22 MAY 2015) |
15. | Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 84,736,913 (15.32%), OF WHICH 72,136,912 ORDINARY SHARES (BEING 13.037% OF THE COMPANY'S CURRENT ISSUED SHARE CAPITAL), ARE HELD BY SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED (WHICH IS AN ENTITY CONTROLLED BY A.B.C. ORJIAKO AND MEMBERS OF HIS FAMILY), 12,600,000 Ordinary Shares are held directly by A.B.C. Orjiako's siblings (BEING 2.277% OF THE COMPANY'S CURRENT ISSUED SHARE CAPITAL) and 1 Ordinary Share IS held by A.B.C. Orjiako.
| 16. | Date issuer informed of transaction
Full transaction details confirmed on 22 May 2015 |
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17. | Date of grant NOT APPLICABLE | 18. | Period during which or date on which exercisable NOT APPLICABLE |
19. | Total amount paid (if any) for grant of the option NOT APPLICABLE | 20. | Description of shares or debentures involved (class and number) NOT APPLICABLE |
21. | Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise NOT APPLICABLE | 22. | Total number of shares or debentures over which options held following notification NOT APPLICABLE |
23. | Any additional information | 24. | Name of contact and telephone number for queries ROGER BROWN, CFO +44 (0) 203 725 6500 |
Name of authorised official of issuer responsible for making notification ROGER BROWN, CFO Date of notification ___27 MAY 2015_____________________________ |
Notes: This form is intended for use by an issuer to make a RIS notification required by DTR 3.1.4.
(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Part II: Zenith Share Charge
All relevant boxes should be completed in block capital letters.
1. | Name of the issuer
SEPLAT PETROLEUM DEVELOPMENT COMPANY PLC | 2. | State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act (2006). (I) A TRANSACTION NOTIFIED IN ACCORDANCE WITH DTR 3.1.2 R |
3. | Name of person discharging managerial responsibilities/director DR. AMBROSIE BRYANT CHUKWUELOKA ORJIAKO | 4. | State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person CONNECTED PERSON - SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED |
5. | Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest IN RESPECT OF A HOLDING OF THE PERSON REFERRED TO IN 4 ABOVE | 6. | Description of shares (including class), debentures or derivatives or financial instruments relating to shares
ORDINARY SHARES OF NGN0.50 |
7. | Name of registered shareholders(s) and, if more than one, the number of shares held by each of them SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED | 8. | State the nature of the transaction ENTRY BY SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED, A CONNECTED PERSON, INTO AN AGREEMENT TO GRANT A CHARGE OVER CERTAIN SHARES HELD BY SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED IN THE COMPANY, AS SECURITY FOR EXISTING FACILITIES EXTENDED TO ITS AFFILIATE SHEBAH EXPLORATION AND PRODUCTION COMPANY LIMITED. |
9. | Number of shares, debentures or financial instruments relating to shares acquired NOT APPLICABLE | 10. | Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) NOT APPLICABLE |
11. | Number of shares, debentures or financial instruments relating to shares disposed SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED WILL REMAIN THE LEGAL AND BENEFICIAL OWNER OF THE SHARES AND RETAIN ALL VOTING RIGHT PRIOR TO ANY EVENT OF DEFAULT. IT HAS AGREED TO GRANT A SECURITY INTEREST OVER 27,500,000 ORDINARY SHARES | 12. | Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED WILL REMAIN THE LEGAL AND BENEFICIAL OWNER OF THE SHARES. THE SECURITY INTEREST SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED HAS AGREED TO GRANT WILL CONSTITUTE 4.97% OF THE ISSUED SHARE CAPITAL OF THE COMPANY |
13. | Price per share or value of transaction MARKET VALUE PER SHARE DETERMINED AT THE DATE OF ANY ENFORCE OF THE SECURITY GRANTED. | 14. | Date and place of transaction
AGREEMENT REACHED ON 14 MAY 2015 IN LAGOS, NIGERIA |
15. | Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 84,736,913 (15.32%), OF WHICH 72,136,912 ORDINARY SHARES (BEING 13.037% OF THE COMPANY'S CURRENT ISSUED SHARE CAPITAL), ARE HELD BY SHEBAH PETROLEUM DEVELOPMENT COMPANY LIMITED (WHICH IS AN ENTITY CONTROLLED BY A.B.C. ORJIAKO AND MEMBERS OF HIS FAMILY), 12,600,000 Ordinary Shares are held directly by A.B.C. Orjiako's siblings (BEING 2.277% OF THE COMPANY'S CURRENT ISSUED SHARE CAPITAL) and 1 Ordinary Share IS held by A.B.C. Orjiako.
| 16. | Date issuer informed of transaction
Full transaction details confirmed on 22 May 2015 |
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17. | Date of grant NOT APPLICABLE | 18. | Period during which or date on which exercisable NOT APPLICABLE |
19. | Total amount paid (if any) for grant of the option NOT APPLICABLE | 20. | Description of shares or debentures involved (class and number) NOT APPLICABLE |
21. | Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise NOT APPLICABLE | 22. | Total number of shares or debentures over which options held following notification NOT APPLICABLE |
23. | Any additional information | 24. | Name of contact and telephone number for queries ROGER BROWN, CFO +44 (0) 203 725 6500 |
Name of authorised official of issuer responsible for making notification ROGER BROWN, CFO Date of notification ___27 MAY 2015_____________________________ |
Notes: This form is intended for use by an issuer to make a RIS notification required by DTR 3.1.4.
(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.