Last checked at 7 Jun 2022 15:14
Trinity Exploration & Production plc
('Trinity' or the 'Company' or the 'Group')
Vesting of the 2018 Awards under the Long Term Incentive Plan (LTIP)
and
Grant of June 2022 Annual LTIP Awards
Trinity Exploration & Production plc (AIM: TRIN), the independent E&P company focused on Trinidad and Tobago, announces the vesting of awards made under the Long Term Incentive Plan ("LTIP") on 09 May 2019 ("2018 Awards") and awards granted under the LTIP.
2018 LTIP Awards
On 09 May 2019 the Company issued Awards under the LTIP to Management in respect of performance during the financial year ended 31 December 2018 (the "2018 Annual Award"). The Company granted options over 383,282 ordinary shares (amounts restated to reflect the Share Consolidation) which, subject to meeting the set performance criteria, vested on 02 January 2022 to those participants who remained in employment with the Company at the time of vesting.
The Awards are subject to the achievement of relative Total Shareholder Return ("Relative TSR") performance targets measured over a three year performance period ending on 31 December 2021. The Relative TSR ranking was determined by calculating the three month average TSR to the end of the performance period and dividing this by the three month average TSR to the beginning of the performance period for all companies in the agreed comparator group. Companies were ranked on this basis with the highest performing company ranked first.
Based on the performance targets, 82.97% (318,009) of the options vested, however, 64,111 options were forfeitied and therefore the total number of Options vested on 02 January 2022 was 264,816, representing 69.09% of the total LTIPs awarded, including the vesting of 54,853 options to Jeremy Bridglalsingh, Chief Executive Officer.
The Options are exercisable at nil cost by the participants and remain available to be exercised until 1 January 2025.
LTIP Award Granted on 06 June 2022
The Company announces that 290,000 options have been granted under the LTIP in respect of the Company's performance in the year to 31 December 2021 (the "June 2022 LTIP Award"), including 90,000 options granted to Jeremy Bridglalsingh, Chief Executive Officer. The June 2022 Annual LTIP Award represents 0.75% of the Company's current issued share capital.
The performance targets set for awards made under the June 2022 Annual LTIP Award will be measured considering both the Company's absolute TSR performance and the Company's relative TSR performance over a three year period, commencing with the current financial year of the Company (i.e. a measurement period of 1 January 2022 to 31 December 2024). TSR calculations will be determined by reference to the volume weighted three month average price prior to the start and end of the measurement period (with the starting average price adjusted for the Share Consolidation). The three month volume weighted average price at the start of the performance period for the June 2022 Annual LTIP Award was £1.38 (adjusted for the Share Consolidation).
The performance targets provide that:
· No portion of a distinct one-half of the June 2022 Annual LTIP Award (the "Absolute TSR Part") may vest unless the Company's compound annual growth rate of TSR over the performance period is at least 10% p.a., for which 30% of the Absolute TSR Part may vest, rising on a straight line basis for full vesting of the Absolute TSR Part if the Company's compound annual growth rate of TSR over the performance period equals or exceeds 20% p.a.
· No portion of the other distinct one-half of the June 2022 Annual LTIP Award (the "Relative TSR Part") may vest unless the Company's TSR over the performance period ranks at least median relative to the TSR performance within a comparator group of companies, for which 30% of the Relative TSR Part may vest, rising on a straight line basis for full vesting of the Relative TSR Part if the Company's TSR over the performance period ranks upper quartile or better relative to the TSR performance within a comparator group.
Relative TSR Comparator Group
FTSE AIM All Share Oil & Gas constituents
Size:
Market capitalisation of between GBP 20 million and GBP 400 million
Further relevance filter:
Exploration & Production operations, excluding oil equipment and service, pure-play exploration and alternative energy companies.
These filters create a comparator group of 30 companies which excludes larger companies that may be expected to be on the main list and micro explorers that can show extreme volatility and which can be numerous at various points in the business cycle. For 2022, the market cap range of GBP 20-400 million has been deemed appropriate, but the Remuneration Committee will review the appropriate range for each new LTIP grant.
However, an underpin term applies to the Relative TSR Part which provides that, regardless of relative TSR performance, no vesting may ordinarily accrue in respect of the Relative TSR Part unless the Company's compound annual growth rate of TSR over the performance period is at least 10% per annum.
The earliest vesting date for the June 2022 Annual LTIP Award will be 1 January 2025.
The Remuneration Committee believes that the Company's LTIP continues to be an important tool for aligning the interests of the Trinity Executive Management Team with those of shareholders. The Remuneration Committee will determine the Absolute TSR targets, and the underpin, for future awards taking into account the share price at the start of each measurement period, and may also alter the composition of the comparator group for future awards if it deems it appropriate to do so.
The information set out below is provided in accordance with the requirements of Article 19(3) of the UK Market Abuse Regulations.
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
a) | Name | Jeremy Bridglalsingh | ||||||||
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 | Trinity Exploration & Production plc | ||||||||
b) | LEI | 213800WHW7571LAEDG63 | ||||||||
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 USD 0.01 per share par value GB00BN7CJ686 | ||||||||
b) | Nature of the transaction | Grant of Options under the Trinity Exploration & Production plc Long-Term Incentive Plan | ||||||||
c) | Price(s) and volume(s) |
| ||||||||
d) | Aggregated information
|
90,000 ordinary shares of USD 0.01 per share par value Nil consideration | ||||||||
e) | Date of the transaction | 06 June 2022 | ||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||
Enquiries:
Trinity Exploration & Production plc Nick Clayton, Non- Executive Chairman Jeremy Bridglalsingh, Chief Executive Officer
| Via Walbrook |
SPARK Advisory Partners Limited (Nominated Adviser and Financial Adviser) Mark Brady James Keeshan
| Tel: +44 (0)20 3368 3550 |
Cenkos Securities PLC (Broker) Leif Powis Neil McDonald
| Tel: +44 (0)20 7397 8900 +44(0)131 220 6939 |
Walbrook PR Limited Nick Rome /Tom Cooper
| Tel: +44 (0)20 7933 8780 trinityexploration@walbrookpr.com
|
About Trinity (www.trinityexploration.com)
Trinity is an independent oil production company focused solely on Trinidad and Tobago. Trinity operates producing and development assets both onshore and offshore, in the shallow water West and East Coasts of Trinidad. Trinity's portfolio includes current production, significant near-term production growth opportunities from low risk developments and multiple exploration prospects with the potential to deliver meaningful reserves/resources growth. The Company operates all of its ten licences and, across all of the Group's assets, management's estimate of the Group's 2P reserves as at the end of 2021 was 19.73 mmbbls. Group 2C contingent resources are estimated to be 47.22 mmbbls. The Group's overall 2P plus 2C volumes are therefore 66.95 mmbbls."
Trinity is quoted on the AIM market of the London Stock Exchange under the ticker TRIN.