Last checked at 22 Aug 2023 09:30
22 August 2023
Trinity Exploration & Production plc
('Trinity' or the 'Company' or the 'Group')
Vesting of the 2019 Annual Award under the Long Term Incentive Plan ("LTIP")
and
Grant of 2022 Annual LTIP Awards
Trinity Exploration & Production plc (AIM: TRIN), the independent E&P company focused on Trinidad and Tobago, announces on 21 August 2023 the vesting of awards made under the LTIP Award granted on 25 June 2020 ("2019 LTIP Awards") and new awards granted under the LTIP.
2019 LTIP Awards
On 25 June 2020 the Company issued Awards under the LTIP to Management in respect of performance during the financial year ended 31 December 2019 (the "2019 Annual Award"). The Company granted options over 381,586 ordinary shares (amounts restated to reflect the Share Consolidation) which, subject to meeting the set performance criteria, vested on 02 January 2023 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 2022. 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, 70.53% (249,655) of the options vested, including the vesting of 55,809 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 2026.
LTIP Award Granted on 21 August 2023
The Company announces that 565,000 options have been granted under the LTIP in respect of the Company's performance in the year to 31 December 2022 (the "2022 LTIP Award"), including 100,000 options granted to Jeremy Bridglalsingh, Chief Executive Officer, 175,000 options granted to Julian Kennedy, Chief Financial Officer, (CFO) (of which 100,000 are one-off options granted on joining the Board), and 100,000 one-off options granted to the new Chief Operating Officer, (COO) who joined earlier this year. The 2022 Annual LTIP Award represents 1.42 % of the Company's current issued share capital. Excluding the one-off options issued to the CFO and COO concerning their appointments, the 2022 Annual LTIP Award represents 0.91 per cent of the current issued share capital of the Company.
The performance targets set for awards made under the 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 2023 to 31 December 2025). TSR calculations will be determined by reference to the three month average closing price prior to the start and end of the measurement period. The three month average closing price at the start of the performance period for the 2022 Annual LTIP Award was £1.15.
The performance targets provide that:
· No portion of a distinct one-half of the 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 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. 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 Relative TSR Comparator Group has been determined in 2021 as follows:
· FTSE AIM All Share Oil & Gas constituents.
· Market capitalisation of between GBP 20 million and GBP 400 million.
· Exploration & Production operations, excluding oil equipment and service, pure-play exploration and alternative energy companies.
For 2023, the same companies will be used which form a comparator group of some 30 companies.
The earliest vesting date for the 2022 Annual LTIP Award will be 1 January 2026.
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 Company noted that the TSR is being determined by calculating the three month average closing price rather than using the three month volume weighted average price, as previously communicated. Since there is minimal difference between the two and the former is also industry practice, going forward, the three month average closing price will be used to determine if TSR performance criteria are met.
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
|
100,000 ordinary shares of USD 0.01 per share par value Nil consideration | ||||||||
e) | Date of the transaction | 21 August 2023 | ||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
a) | Name | Julian Kennedy | ||||||||
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 | 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
|
175,000 ordinary shares of USD 0.01 per share par value Nil consideration | ||||||||
e) | Date of the transaction | 21 August 2023 | ||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||
Enquiries:
Trinity Exploration & Production plc Jeremy Bridglalsingh, Chief Executive Officer Julian Kennedy, Chief Financial Officer Nick Clayton, Non- Executive Chairman
| Via Vigo Consulting |
SPARK Advisory Partners Limited (Nominated Adviser and Financial Adviser) Mark Brady James Keeshan
| +44 (0)20 3368 3550 |
Cenkos Securities PLC (Broker) Leif Powis Neil McDonald
| +44 (0)20 7397 8900 +44 (0)131 220 6939 |
Vigo Consulting Limited Finlay Thomson / Patrick d'Ancona
| trinity@vigoconsulting.com +44 (0)20 7390 0230 |
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 2022 was 17.96 mmbbls. Group 2C contingent resources are estimated to be 48.88 mmbbls. The Group's overall 2P plus 2C volumes are therefore 66.84 mmbbls.
Trinity is quoted on AIM, a market operated and regulated by the London Stock Exchange Plc, under the ticker TRIN.