REG - Seplat Energy PLC - Notification of PDMR

Seplat EnergyAnnouncement

14/03/2022 16:30

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RNS Number : 7254E  Seplat Energy PLC  14 March 2022

 

 

 

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITIES

 

Seplat Energy PLC ("Seplat" or "Company")

Share Awards granted/released under the Seplat Energy PLC 2014 Long Term
Incentive Plan ("LTIP")

 

Lagos and London - 14(th) March 2022: Following the announcement on 25
February 2022 that Seplat had entered into an agreement to acquire the entire
share capital of Mobil Producing Nigeria Unlimited, the Remuneration Committee
of the Board has granted awards under the LTIP to the Executive Directors of
the Company in relation to the 2021 financial year and as set out in Seplat's
2020 Annual Report.  The grant of these awards at an earlier stage was
delayed because of share dealing restrictions.

The following awards ("LTIP Awards") over ordinary shares of 0.5 Naira each
("Shares") of Seplat were granted under the LTIP to Executive Directors of the
Company on 10th March 2022 (the "Award Date") as set out below using the
average share price over the 5 day period prior to the date of grant.  As
provided in the rules of the LTIP and the remuneration policy approved by
shareholders, the Remuneration Committee has exercised its discretion to
increase the number of shares from the normal limit (300% of salary for the
Chief Executive Officer and 240% for other Executive Directors) to reflect the
difference between the current share price and the price when awards relating
to the 2021 financial year had been granted to other employees not impacted by
share dealing restrictions (November 2021).  Vesting of the LTIP awards is
dependent on continued employment and the achievement of relative and absolute
Total Shareholder Return ("TSR") performance targets and a
qualitative underpin over a three-year performance period which began on 1
January 2021.  The LTIP Awards will be subject to a two year post vesting
holding period.  Full details of the vesting conditions of these LTIP Awards
will be set out in the Company's 2021 Annual Report.

 

 Name          Position                 Total Number of Shares over which the award is granted*  Increase in number of shares from the normal limit at RemCo's Discretion  Total 2021 LTIP Award
 Roger Brown   Chief Executive Officer  1,728,161                                                465,425                                                                   2,193,586
 Emeka Onwuka  Chief Financial Officer  1,146,754                                                308,841                                                                   1,455,595
 Effiong Okon  Operations Director      1,169,359                                                314,929                                                                   1,484,288

* In line with the Directors' Remuneration Policy, the number of Shares to be
awarded was calculated by dividing the monetary value of the salary multiple
relevant for each Executive Director by the five-day average share price prior
to the date on which the LTIP Awards were granted of £1.117.

 

The Remuneration Committee retains discretion to make adjustments to the LTIP
Awards vesting level and amounts payable resulting from the application of the
performance measures if it considers that the outcomes are not a fair and
accurate reflection of corporate performance.

 

It should be noted that the Remuneration Committee is intending to grant LTIP
Awards to Executive Directors relating to the 2022 financial year within 42
days of the announcement of Seplat's 2021 financial results (excluding any
days in any close period).  Vesting of these LTIP Awards is dependent on
continued employment and the achievement of relative and absolute TSR
performance targets and a qualitative underpin over a three-year performance
period which began on 1 January 2022.  For the avoidance of doubt this means
that the Executive Directors will be granted two LTIP Awards in 2022, one
relating to the 2021 financial year and delayed because of share dealing
restrictions and one relating to the 2022 financial year.

 

 

On 10 March 2022 the Company also granted the following awards ("Deferred
Share Awards") in respect of the 2020 Annual Bonus over Shares under the LTIP
to Executive Directors of the Company as set out below.  Under the Directors'
Remuneration Policy approved by shareholders at Seplat's 2021 Annual General
Meeting, 25% of the directors' annual bonus relating to the 2020 financial
year is deferred into an award over Shares and the Shares will normally be
released on 31 December 2022 (two years following the end of the performance
year in respect of which the Deferred Share Award is granted) subject to
continued employment in line with the LTIP rules. The grant of these Deferred
Share Awards was also delayed because of share dealing restrictions.

 

 Name                  Position                 Number of Shares over which the award is granted*
 Roger Brown           Chief Executive Officer  83,182
 Emeka Onwuka          Chief Financial Officer  26,864
 Effiong Okon          Operations Director      62,522

* The number of Shares awarded was calculated by reference to Seplat's closing
share price on 31 December 2020 of £0.65 as per the remuneration policy
approved by shareholders and disclosed in the Company's 2020 Annual Report

 

 

Full details of the Company's achievements against the corporate performance
targets applying to the 2018 LTIP Awards will be disclosed in the Company's
2021 Annual Report.

 

 

On 10 March 2022 the Company also granted the following awards ("Deferred
Share Awards") in respect of the 2021 Annual Bonus over Shares under the LTIP
to Executive Directors of the Company as set out below. Under the Directors'
Remuneration Policy approved by shareholders at Seplat's 2021 Annual General
Meeting, 25% of the directors' annual bonus relating to the 2021 financial
year is deferred into an award over Shares and the Shares will normally be
released on 31 December 2023 (two years following the end of the performance
year in respect of which the Deferred Share Award is granted) subject to
continued employment in line with the LTIP rules.

 

 Name                  Position                 Number of Shares over which the award is granted*
 Roger Brown           Chief Executive Officer   207,813
 Emeka Onwuka          Chief Financial Officer  114,915
 Effiong Okon          Operations Director      117,180

* The number of Shares awarded was calculated by reference to Seplat's closing
share price on 31 December 2021 of £0.836 as per the approved remuneration
policy.

 

No consideration was paid for the grant of the above awards and no
consideration is due on the vesting of awards.

 

The information set out below is provided in accordance with the requirements
of Article 19(3) of the EU Market Abuse Regulation No 596/2014.

-  ENDS -

For: Seplat Energy Plc

 

Mrs. Edith Onwuchekwa

Director Legal/Company Secretary

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Roger Brown
 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                                                         Seplat Energy PLC
 b)  LEI                                                          029200711C4S4CB2E982
 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  Ordinary shares of Seplat Energy PLC of 0.5 Naira each

     Identification code

NGSEPLAT0008
 b)  Nature of the transaction                                    Grant of nil-cost options in respect of (a) the 2021 Annual LTIP Award and (b)
                                                                  Deferred Share Award in respect of the 2020 Annual Bonus under the Seplat
                                                                  Energy Plc 2014 Long Term Incentive Plan
 c)  Price(s) and volume(s)

   Price(s)  Volume(s)
                                                                  (a)  Nil       2,193,586  2021 LTIP
                                                                  (b)  Nil       83,182     2020 Deferred Shares
                                                                  (c)  Nil       207,813    2021 Deferred Shares
 d)  Aggregated information

- Aggregated volume

     - Price                                                      2,484,581 ordinary shares of 0.5 Naira each

                                                                  Nil consideration
 e)  Date of the transaction                                      10 March 2022
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

 -  Aggregated volume
 -  Price

 

2,484,581 ordinary shares of 0.5 Naira each

Nil consideration

e)

Date of the transaction

10 March 2022

f)

Place of the transaction

Outside a trading venue

 

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Emeka Onwuka
 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                                                         Seplat Energy PLC
 b)  LEI                                                          029200711C4S4CB2E982
 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  Ordinary Shares of Seplat Energy PLC of 0.5 Naira each

NGSEPLAT0008

     Identification code
 b)  Nature of the transaction                                    Grant of (a) the 2021 Annual LTIP Award and (b) Deferred Share Award in
                                                                  respect of 2020 Annual Bonus under the Seplat Energy Plc 2014 Long Term
                                                                  Incentive Plan
 c)  Price(s) and volume(s)

   Price(s)  Volume(s)
                                                                  (a)  Nil       1,455,595  2021 LTIP
                                                                  (b)  Nil       26,864     2020 Deferred Shares
                                                                  (c)  Nil       114,915    2021 Deferred Shares
 d)  Aggregated information

- Aggregated volume

     - Price                                                      1,597,374 ordinary shares of 0.5 Naira each

                                                                  Nil consideration
 e)  Date of the transaction                                      10 March 2022
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

 -  Aggregated volume
 -  Price

 

1,597,374 ordinary shares of 0.5 Naira each

Nil consideration

e)

Date of the transaction

10 March 2022

f)

Place of the transaction

Outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Effiong Okon
 2   Reason for the notification
 a)  Position/status                                              Operations Director
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Seplat Energy PLC
 b)  LEI                                                          029200711C4S4CB2E982
 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  Ordinary Shares of Seplat Energy PLC of 0.5 Naira each

NGSEPLAT0008

     Identification code
 b)  Nature of the transaction                                    Grant of (a) the 2021 Annual LTIP Award and (b) Deferred Share Award in
                                                                  respect of 2020 Annual Bonus under the Seplat Energy Plc 2014 Long Term
                                                                  Incentive Plan
 c)  Price(s) and volume(s)

   Price(s)  Volume(s)
                                                                  (a)  Nil       1,484,288  2021 LTIP
                                                                  (b)  Nil       62,522     2020 Deferred Shares
                                                                  (c)  Nil       117,180    2021 Deferred Shares
 d)  Aggregated information

- Aggregated volume

     - Price                                                      1,663,990 ordinary shares of 0.5 Naira each

                                                                  Nil consideration
 e)  Date of the transaction                                      10 March 2022
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

 -  Aggregated volume
 -  Price

 

1,663,990 ordinary shares of 0.5 Naira each

Nil consideration

e)

Date of the transaction

10 March 2022

f)

Place of the transaction

Outside a trading venue

 

 

Enquiries:

 

 Seplat Energy PLC
 Edith Onwuchekwa, Company Secretary         +234 1 277 0400 Ext 1110

 Ngozi Osuzoka (Company Secretariat)         +234 1 277 0444 Ext 1108
 FTI Consulting
 Ben Brewerton / Sara Powell / James Styles  +44 (0) 203 727 1000
                                             seplat@fticonsulting.com (mailto:seplat@fticonsulting.com)

 

 

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