REG - Seplat Energy PLC - Share awards and Long Term Incentive Plan
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RNS Number : 7982K Seplat Energy PLC 30 May 2025
NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITIES
Seplat Energy PLC ("Seplat" or "Company")
Share Awards granted under the Seplat 2024 and 2014 Long Term Incentive Plan
("LTIP")
Lagos and London - 30(th) May 2025. Seplat Energy PLC ("Seplat"), today
announces:
2025 LTIP AWARDS
The following awards ("LTIP Awards") over ordinary shares of Seplat were
granted under the LTIP to the Executive Directors of the Company on 22 May
2025 (the "Award Date") as set out below using the average share price over
the 5-day period preceding the date of grant. For the avoidance of doubt,
the LTIP awards are granted in respect of the 2025 financial year.
Vesting of the LTIP Awards is dependent on the achievement of stretching
relative Total Shareholder Return ("TSR") performance targets, an overall
assessment of corporate performance through an underpin and continued
employment over a three-year performance period which began on 01 January
2025. 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 2025 Annual Report.
Name Position Total Number of Shares over which the award is granted*
Roger Brown Chief Executive Officer 1,039,838
Samson Ezugworie Chief Operating Officer 603,041
Eleanor Adaralegbe Chief Financial Officer 573,607
*In line with the 2024 Directors' Remuneration Policy, the number of shares
awarded was calculated by dividing the monetary value of the salary multiple
relevant for each Executive Director by the grant price, which equals the
five-day average closing share price prior to the date on which the LTIP
Awards were granted (i.e. £2.0082).
The Remuneration Committee retains discretion to adjust 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.
2024 DEFERRED BONUS AWARDS
On 22 May 2025 (the Award date), the Company also granted the following awards
("Deferred Share Awards") in respect of the 2024 Annual Performance Bonus over
Shares under the LTIP to the Executive Directors of the Company as set out
below. Under the Directors' Remuneration Policy approved by shareholders at
Seplat's 11(th) Annual General Meeting, 25% of the Executive Directors' annual
performance bonus relating to the 2024 financial year is deferred into an
award over shares and the shares will normally vest and be released on 31
December 2026 (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 Total Number of Shares over which the award is granted**
Roger Brown Chief Executive Officer 176,233
Samson Ezugworie Chief Operating Officer 79,847
Eleanor Adaralegbe Chief Financial Officer 84,677
**The number of Shares awarded was calculated by reference to Seplat's closing
share price on 31 December 2024 of £1.95 in line with the
shareholder-approved Remuneration Policy.
No consideration was paid for the above Awards and no consideration is due on
the vesting of the Awards.
EXERCISE AND HOLD OF VESTED LTIPS
Seplat also announces the exercise, on 30(th) May 2025, of vested shares
awarded to Roger Brown in 2020, and the exercise, on 30(th) May 2025, of
vested shares awarded to Eleanor Adaralegbe from 2020 - 2022 under the terms
of the Seplat Energy PLC 2014 Long Term Incentive Plan ("LTIP").
Roger Brown and Eleanor Adaralegbe will now hold 4,673,201 and 659,691
ordinary shares, respectively, in Seplat Energy PLC, which sufficiently
satisfies the minimum shareholding requirement mandated by the shareholder
approved remuneration policy. The Board of Seplat Energy notes that this
quantum of shareholding ensures that the Executive Directors' interests in the
Company remain closely aligned with those of other shareholders in Seplat
Energy.
The transaction has been approved by the Board of Seplat Energy PLC and is in
accordance with normal market practice on the exercise of share options by an
Executive Director.
The LTIP share award were made in accordance with the Company's Remuneration
Policy for Executive Directors and under the terms of the Company's 2014 Long
Term Incentive Plan.
Director Vested shares exercised Shares dealing to meet statutory obligations Shares retained after statutory deductions
Roger Brown 579,251 109,826 469,425
Eleanor Adaralegbe 263,849 50,026 213,823
Further details of the transaction are set out in the attached Notification
and Public Disclosure of Transactions by Persons Discharging Managerial
Responsibilities and Persons Closely Associated with them.
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.
Mrs. Edith Onwuchekwa
Director, Legal/Company Secretary
FOR: SEPLAT ENERGY PLC
Details of duly authorised officer of issuer responsible for making
notification:
Edith Onwuchekwa, Director, Legal/Company Secretary +234 (0) 1 277 0400
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
Identification code
NGSEPLAT0008
b) Nature of the transaction Grant of:
(i) 2025 LTIP Award;
(ii) Deferred Share Award in respect of 2024 Annual Bonus
under Seplat Energy PLC 2024 Long Term Incentive Plan.
(iii) Exercise of 579,251 shares being 2020 LTIP vested shares
(iv) 109,826 shares withheld, in respect of settling Nigerian personal income
tax obligations on (iii) above.
c) Price(s) and volume(s) Price(s) Volume(s)
(i) Nil 1,039,838
(ii) Nil 176,233
(iii) Nil 579,251
(iv) N4,964.40 109,826
d) Aggregated information
- Aggregated volume
- Price 1,216,071 ordinary shares awarded
Nil consideration
Nigerian personal income tax liability arising on exercise to be cash settled
with the relevant tax authority, equivalent to 109,826 ordinary shares at
N4,964.40
e) Dates of the transaction 22 and 30 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
1,216,071 ordinary shares awarded
Nil consideration
Nigerian personal income tax liability arising on exercise to be cash settled
with the relevant tax authority, equivalent to 109,826 ordinary shares at
N4,964.40
e)
Dates of the transaction
22 and 30 May 2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Samson Ezugworie
2 Reason for the notification
a) Position / status Chief Operating 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
Identification code
NGSEPLAT0008
b) Nature of the transaction Grant of:
(i) 2025 LTIP Award;
(ii) Deferred Share Award in respect of 2024 Annual Bonus
all under Seplat Energy PLC 2024 Long Term Incentive Plan.
c) Price(s) and volume(s)
Price(s) Volume(s) Volume(s)
(i) Nil 603,041 2025 LTIP
(ii) Nil 79,847 2024 Deferred Shares
d) Aggregated information
- Aggregated volume
- Price 682,888 ordinary shares awarded
Nil consideration
e) Date of the transaction 22 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
682,888 ordinary shares awarded
Nil consideration
e)
Date of the transaction
22 May 2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Eleanor Adaralegbe
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
Identification code
NGSEPLAT0008
b) Nature of the transaction Grant of:
(i) 2025 LTIP Award;
(ii) Deferred Share Award in respect of 2024 Annual Bonus
under Seplat Energy PLC 2024 Long Term Incentive Plan.
(iii) Exercise of 263,849 vested shares from 2020 - 2022 LTIP based on rules
applied under the LTIP scheme for below board prior to Executive Director
appointment.
(iv) 50,026 shares withheld, in respect of settling Nigerian personal income
tax obligations on (iii) above.
c) Price(s) and volume(s) Price(s) Volume(s)
(i) Nil 573,607
(ii) Nil 84,677
(iii) Nil 263,849
(iv) N4,964.40 50,026
d) Aggregated information 658,284 ordinary shares awarded
- Aggregated volume
Nil consideration
- Price
Nigerian personal income tax liability arising on exercise to be cash settled
with the relevant tax authority, equivalent to 50,026 ordinary shares at the
N4,964.40.
e) Dates of the transaction 22 and 30 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
658,284 ordinary shares awarded
Nil consideration
Nigerian personal income tax liability arising on exercise to be cash settled
with the relevant tax authority, equivalent to 50,026 ordinary shares at the
N4,964.40.
e)
Dates of the transaction
22 and 30 May 2025
f)
Place of the transaction
Outside a trading venue
Enquiries:
Seplat Energy PLC
Eleanor Adaralegbe - Chief Financial Officer +234 1 277 0400 Ext 1110
Edith Onwuchekwa - Company Secretary
Chioma Afe - External Affairs +234 1 277 0444 Ext 1108
James Thompson - Investor Relations
Nwamaka Iloh - Company Secretariat
FTI Consulting
Ben Brewerton / Chris Laing +44 (0) 203 727 1000
seplat@fticonsulting.com (mailto:seplat@fticonsulting.com)
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