REG - Cairn Energy PLC - Director/PDMR Shareholding

Capricorn EnergyAnnouncement

01/04/2021 07:05

RNS Number : 2144U
  
Cairn Energy PLC
  
01 April 2021
  
 

 
FOR IMMEDIATE RELEASE                                                                                                  1 April 2021
 
 
 
CAIRN ENERGY PLC ("Cairn" or "the Company")
 
Interests of Directors / Persons Discharging Managerial Responsibility ("PDMRs")
in the Company's Shares
 
1.         Vesting of 2018 Awards under the Company's Long Term Incentive Plan 2017 ("the 2017 LTIP")
 
Cairn announces that, on 31 March 2021, the remuneration committee of its board of directors (the "Remuneration Committee") completed its assessment of the performance conditions governing the Awards (which are in the form of "nil-cost" options) over its ordinary shares of 21/13 pence each ("Shares") that had originally been granted to the Executive Directors and PDMRs detailed below under the 2017 LTIP on 28 March 2018.
 
The above assessment concluded that, over the applicable three-year performance period, the Company's total shareholder return was between the median and upper quartile rankings in the specified comparator group. As a consequence, the "Core Element" of each of these Awards has now vested in respect of approximately 84.6% of the Shares over which it was originally granted, but will not be capable of being exercised until the expiry of a specified holding period (details of which are set out below).  For the avoidance of doubt, the balance of each Award's Core Element, and the whole of the additional "Kicker Element", lapsed on completion of the Remuneration Committee's assessment.
 
A summary of the above events / transactions is as follows:
 



Executive Director /
PDMR


Shares originally subject to Award*


Total Shares that vested on 31 March 2021


Total Shares that lapsed on 31 March 2021


 
Vested Shares subject to a two-year holding period (expiring on 31 March 2023) ** 




Simon Thomson, Chief Executive


670,062


453,472


216,590


453,472




James Smith, Chief Financial Officer


435,812


294,941


140,871


294,941




Eric Hathon, Director of Exploration


359,003


242,959


116,044


242,959




Paul Mayland, Chief Operating Officer


374,681


253,569


121,112


253,569



 
* This column sets out the aggregate number of Shares originally subject to each individual's Award.  Approximately 80% of this total represents the "Core Element" of the Award with the balance of 20% being its "Kicker Element".
 
** Under the 2017 LTIP's rules, the Remuneration Committee has the ability to specify a post-vesting "holding period" during which awards cannot be exercised.  In the case of those individuals noted in the above table, a two-year holding period was applied to the whole of their Awards (i.e. both the Core and Kicker Elements).  
 
Additional information in relation to the structure of the 2017 LTIP and the performance conditions applicable to the above Awards can be found in the Directors' Remuneration Report section of the Company's most recent Annual Report (the "DRR").
 
Finally, it should be noted that any Shares that are ultimately acquired by the Company's Executive Directors on the exercise of these Awards (other than those sold in order to satisfy the resulting tax liabilities) will constitute "relevant shares" for the purposes of Cairn's post-employment shareholding requirement and will, therefore, normally require to be held for a period of two years following cessation of the individual's employment. Further details of this policy are contained in the DRR.
 
2.         Summary of current holdings of Executive Directors / PDMRs
 
Following the above vesting, the Executive Directors' and PDMRs' beneficial interests in the Shares of the Company are as follows:
 



Executive Director / PDMR


Current Shares


% Issued Share Capital


Outstanding entitlements under 2017 LTIP
 




Unvested Awards still subject to performance conditions


Vested but unexercised Awards*




Simon Thomson


1,145,089


0.229


2,569,262


629,600




James Smith


465,928


0.093


1,671,063


409,496




Eric Hathon


42,266


0.008


1,376,551


337,324




Paul Mayland


546,234


0.109


1,427,817


352,055



 
* This column includes all outstanding Awards that have vested following the expiry of the applicable performance period, regardless of whether or not they are currently capable of being exercised under the rules of the 2017 LTIP.
 
Given that the Awards referred to in this announcement take the form of "nil-cost" options (which have not yet been exercised), their vesting does not, of itself, constitute a transaction conducted on the relevant individuals' account relating to Shares for the purposes of under Article 19(3) of EU Regulation No 596/2014 (the Market Abuse Regulation).
 

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