REG - IOG PLC - Award of Long-Term Incentive Options

IogAnnouncement

17/03/2023 07:00

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RNS Number : 2964T  IOG PLC  17 March 2023

17 March 2023

 

IOG plc

 

Award of Long-Term Incentive Options

 

IOG plc ("IOG", or the "Company"), (AIM: IOG.L) announces details of options
granted over 30,934,200 1p ordinary shares in the Company ("Ordinary Shares")
to incentivise long-term performance ("2023 LTIP Options") to its staff under
its Company Share Option Plan ("CSOP").

 

The Company's annual LTIP Option awards are usually awarded following the
release of the previous year Annual Report and Accounts. They are a key part
of the Company's remuneration policy as it seeks to attract and retain the
right talent as a smaller operator in a competitive market. Awards are made to
all members of staff to incentivise long-term performance and increase
alignment with shareholders. They form an important element of each employee's
total potential remuneration.

 

All LTIP Options are subject to a three-year vesting period and are subject to
a number of vesting conditions including share price, production and emissions
performance. Relevant employees must remain employed by the Company at the
time of vesting and forfeit all their unvested LTIP Options on departure
(except in the case of retirement, in which case they lapse six months later).

 

A total of 11,890,886 of the 25,664,543 LTIP Options awarded in aggregate over
2020-22 have now lapsed due to failure to meet vesting conditions or employee
departures. Of the remaining 13,773,657, a large majority are unlikely to meet
their respective share price and production related performance conditions and
are therefore expected to lapse in due course.

 

The Remuneration Committee of the Board ("RemCo") recognises the substantial
drop in the Company's share price over the past 12 months and the need to
balance the retention, incentivisation and alignment of its employees with
shareholders' interests. Accordingly, for the 2023 LTIP awards, it has applied
a 30% reduction to the formula for number of options awarded. It also
increased the share price related vesting condition from 12.5% to 25% compound
annual Total Shareholder Return ("TSR"), which equates to a target of 95%
higher than the reference price (rather than 43%) over the three-year vesting
period.

 

The Company has today granted the 2023 LTIP Options to all of its employees,
including executive directors and senior management, to incentivise long-term
performance. The 2023 LTIP Options represent 5.89% of the Company's current
Issued Share Capital ("ISC"). Taking into account the 11,890,886 previously
granted options that have already lapsed, this represents a net issuance of
19,044,034 (3.63% of ISC).

 

The 2023 LTIP Options also have a three-year vesting period and are subject to
the following vesting conditions over the three-year period:

 

·      60% upon achievement of a compound annual TSR of 25% (equating to
a 9.45p target share price)

·      25% on meeting production targets

·      15% on meeting emissions targets

 

Subject to vesting, they are exercisable for up to ten years from the date of
grant and will lapse if not exercised by such date. As with all previous
awards, they will lapse if the relevant employee leaves the Company.

 

RemCo has also amended the CSOP such that it can use its discretion to decide
whether retiring directors can retain and exercise their LTIP Options beyond
six months after retirement.

 

Executive Directors

 

The following 2023 LTIP Options have been granted to Executive Directors of
the Company:

 Name           Position  Number of New Options Granted  Exercise Price per Ordinary Share (pence)  Exercise Period  Total LTIP Options Held Following This Grant
 Rupert Newall  CEO       8,663,367                      1p                                         10 years         12,524,426
 Dougie Scott   COO       6,839,500                      1p                                         10 years         8,529,641

 

Senior Management and Employees

 

The following 2023 LTIP Options have been granted to Senior Management and
Employees:

 Name             Position                           Number of New Options Granted  Exercise Price per Ordinary Share (pence)  Exercise  Total LTIP Options Held Following This Grant

                                                                                                                               Period
 John Arthur      CFO                                2,940,985                      1p                                         10 years  3,020,985
 James Chance     Head of Capital Markets & ESG      1,801,069                      1p                                         10 years  4,841,198
 Robin Storey     General Counsel                    1,942,418                      1p                                         10 years  2,934,210
 Other Employees  Various                            8,747,920                      1p                                         10 years  12,545,519

 

Related Party Transaction

 

RemCo's decision to amend the terms of the CSOP such that it can use its
discretion to decide whether retiring directors can retain and exercise their
LTIP Options beyond six months from retirement constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules.

 

The independent directors of the Company consider, having consulted with
finnCap, the Company's nominated adviser, that the terms of the amendment are
fair and reasonable insofar as its shareholders are concerned.

 

Total options outstanding

 

Following the grant of the 2023 LTIP Options, the Company has a total of
51,108,577 employee LTIP options over Ordinary Shares outstanding (excluding
salary sacrifice options, which RemCo does not classify as being part of
long-term performance incentivisation and therefore excludes from relevant
calculations), representing approximately 9.73% of the Company's ISC.

 

Fiona MacAulay, Chair of IOG, commented:

 

"To achieve its objectives it is vital that IOG can attract and retain high
calibre staff and ensure they are aligned with shareholders. The 2023 LTIP
Options are intended to reward long term performance by all employees to
deliver value for shareholders. With 11,890,886 LTIP Options having lapsed
since 2020, this represents a net increase of 19,044,034 or 3.63% of Issued
Share Capital."

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the company's obligations under Article 17 of
MAR.

 

Enquiries:

 

 IOG plc                                            +44 (0) 20 7036 1400

 Rupert Newall (CEO)

 James Chance (Head of Capital Markets & ESG)

 finnCap Ltd                                        +44 (0) 20 7220 0500

 Christopher Raggett / Simon Hicks

 Peel Hunt LLP                                      +44 (0) 20 7418 8900

 Richard Crichton / David McKeown

 Vigo Consulting                                    +44 (0) 20 7390 0230

 Patrick d'Ancona / Finlay Thomson

 

Person Discharging Managerial Responsibilities ("PDMR") Notification Forms

 

 1.   Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                             Rupert Newall
 2.   Reason for the notification
 (a)  Position/status                                  CEO
 (b)  Initial notification/ Amendment                  Initial notification
 3.   Details of the issuer
 (a)  Name                                             IOG plc
 (b)  LEI                                              2138005OA2NLZS2NRT74
 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          IOG plc Ordinary Shares of 1p each
 (b)  Identification code of the Financial Instrument  ISIN: GB00BF49WF64
 (c)  Nature of the transaction                        Grant of Options over ordinary shares of 1 pence each in the Company
 (d)  Price(s) and volume(s)                           Price(s)                             Volume(s)
                                                       1p                                   8,663,367

 (e)  Aggregated information

      -           Aggregated volume                    n/a

      -           Price
 (f)  Date of the transaction                          17 March 2023
 (g)  Place of the transaction                         London Stock Exchange, AIM Market (XLON)

 

 1.   Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                             Dougie Scott
 2.   Reason for the notification
 (a)  Position/status                                  COO
 (b)  Initial notification/ Amendment                  Initial notification
 3.   Details of the issuer
 (a)  Name                                             IOG plc
 (b)  LEI                                              2138005OA2NLZS2NRT74
 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          IOG plc Ordinary Shares of 1p each
 (b)  Identification code of the Financial Instrument  ISIN: GB00BF49WF64
 (c)  Nature of the transaction                        Grant of Options over ordinary shares of 1 pence each in the Company
 (d)  Price(s) and volume(s)                           Price(s)                             Volume(s)
                                                       1p                                   6,839,500

 (e)  Aggregated information

      -           Aggregated volume                    n/a

      -           Price
 (f)  Date of the transaction                          17 March 2023
 (g)  Place of the transaction                         London Stock Exchange, AIM Market (XLON)

 

 1.   Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                             John Arthur
 2.   Reason for the notification
 (a)  Position/status                                  CFO
 (b)  Initial notification/ Amendment                  Initial notification
 3.   Details of the issuer
 (a)  Name                                             IOG plc
 (b)  LEI                                              2138005OA2NLZS2NRT74
 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          IOG plc Ordinary Shares of 1p each
 (b)  Identification code of the Financial Instrument  ISIN: GB00BF49WF64
 (c)  Nature of the transaction                        Grant of Options over ordinary shares of 1 pence each in the Company
 (d)  Price(s) and volume(s)                           Price(s)                             Volume(s)
                                                       1p                                   2,940,985

 (e)  Aggregated information

      -           Aggregated volume                    n/a

      -           Price
 (f)  Date of the transaction                          17 March 2023
 (g)  Place of the transaction                         London Stock Exchange, AIM Market (XLON)

 

 1.   Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                             James Chance
 2.   Reason for the notification
 (a)  Position/status                                  Head of Capital Markets & ESG
 (b)  Initial notification/ Amendment                  Initial notification
 3.   Details of the issuer
 (a)  Name                                             IOG plc
 (b)  LEI                                              2138005OA2NLZS2NRT74
 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          IOG plc Ordinary Shares of 1p each
 (b)  Identification code of the Financial Instrument  ISIN: GB00BF49WF64
 (c)  Nature of the transaction                        Grant of Options over ordinary shares of 1 pence each in the Company
 (d)  Price(s) and volume(s)                           Price(s)                             Volume(s)
                                                       1p                                   1,801,069

 (e)  Aggregated information

      -           Aggregated volume                    n/a

      -           Price
 (f)  Date of the transaction                          17 March 2023
 (g)  Place of the transaction                         London Stock Exchange, AIM Market (XLON)

 

 1.   Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                             Robin Storey
 2.   Reason for the notification
 (a)  Position/status                                  General Counsel & Company Secretary
 (b)  Initial notification/ Amendment                  Initial notification
 3.   Details of the issuer
 (a)  Name                                             IOG plc
 (b)  LEI                                              2138005OA2NLZS2NRT74
 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          IOG plc Ordinary Shares of 1p each
 (b)  Identification code of the Financial Instrument  ISIN: GB00BF49WF64
 (c)  Nature of the transaction                        Grant of Options over ordinary shares of 1 pence each in the Company
 (d)  Price(s) and volume(s)                           Price(s)                             Volume(s)
                                                       1p                                   1,942,418

 (e)  Aggregated information

      -           Aggregated volume                    n/a

      -           Price
 (f)  Date of the transaction                          17 March 2023
 (g)  Place of the transaction                         London Stock Exchange, AIM Market (XLON)

 

 

 

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