27th Aug 2009 17:11
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
27 August 2009
Venture Production plc (the Company or Venture)
Venture notes the offer by Centrica Resources (UK) Limited ('Centrica') ('the Centrica Offer') declared wholly unconditional and Director/PDMR Shareholdings and Disclosure
On 25 August 2009, the Board of the Company announced that it recommends that shareholders accept the Centrica Offer once it is declared wholly unconditional ('Recommendation Announcement'). The Board of the Company notes the announcement made by Centrica today declaring the Centrica Offer wholly unconditional, consequently shareholders are recommended to accept the Centrica Offer as the Directors intend to do in respect of their own beneficial holdings amounting to 9.89% of the issued share capital of the Company.
A change of control impacts the Company's incentive schemes. On a change of control, under the Company's Long Term Incentive Plan 2008 and the Long Term Incentive Plan 2006, the Remuneration Committee of the Company is required to exercise its discretion to determine the number of shares, if any, which may be released in relation to awards provisionally made to participants in those schemes (including Executive Directors and PDMRs). As the change of control of the Company has become effective, the Remuneration Committee of the Company has exercised its discretion and made a determination as disclosed below and/or the rules of the Company's incentive schemes provide what is due to the Directors and certain PDMRs (in addition to other participants in those schemes).
The Additional Information section of the circular sent to shareholders rejecting the Centrica Offer dated 24 July 2009 ('Defence Circular') sets out the interests in Venture's securities held by the Directors including the conditional share awards over ordinary shares of 0.4 pence each in the capital of the Company (each an Ordinary Share). The information in the Defence Circular was updated in the circular sent to shareholders providing an independent valuation dated 4 August 2009 ('Valuation Circular') and also in the Recommendation Announcement. The information set out below supersedes the information set out in the Defence Circular, Valuation Circular and the Recommendation Announcement.
Long Term Incentive Plan 2008 (2008 LTIP)
The Remuneration Committee has resolved to recommend to the trustee of the Company's Employee Benefit Trust that 20.83% of the provisional awards made at "stretch" level be released and accordingly the Ordinary Shares will be released to the Directors and PDMRs as detailed below subject to the change of control of the Company becoming effective. The number of Ordinary Shares shown is the gross number prior to sale of sufficient Ordinary Shares to meet tax and national insurance liabilities.
|
Director
|
Ordinary Shares to be released
|
|
Mike Wagstaff
|
145,810
|
|
Jonathan Roger
|
104,149
|
|
Rod Begbie
|
104,150
|
|
Peter Turner
|
104,150
|
|
PDMRs
|
Ordinary Shares to be released
|
|
Chris Bird
|
52,075
|
|
Craig McCallum
|
52,075
|
|
Iain Bartholomew
|
52,075
|
|
Paul de Leeuw
|
52,075
|
Long Term Incentive Plan 2006 (2006 LTIP)
The Remuneration Committee has resolved to recommend to the trustee of the Company's Employee Benefit Trust that 14.71% of the provisional awards at "target" level be released and accordingly the Ordinary Shares will be released to the Directors and PDMRs as detailed below. The number of Ordinary Shares shown is the gross number prior to sale of sufficient Ordinary Shares to meet tax and national insurance liabilities.
|
Director
|
Ordinary Shares to be released
|
|
Mike Wagstaff
|
11,370
|
|
Jonathan Roger
|
4,458
|
|
Rod Begbie
|
4,966
|
|
PDMRs
|
Ordinary Shares to be released
|
|
Chris Bird
|
3,284
|
|
Craig McCallum
|
2,653
|
Annual Deferred Share Bonus Plan (ADSBP) and Employee Annual Bonus Plan for 2007 and 2008 (EABP)
Deferred Ordinary Share awards accruing to participants under the ADSBP and EABP (as disclosed in respect of the Directors in the Defence Circular) are substituted for a cash entitlement. The cash entitlement is calculated as the number of such deferred Ordinary Shares multiplied by the average mid-market price (as shown in the Daily Official List of the London Stock Exchange plc) for the five consecutive dealing days ending on the date of the change of control.
Directors and PDMRs interests in Ordinary Shares
Subject to the release to Directors and PDMRs of Ordinary Shares under the 2008 LTIP and the 2006 LTIP (but not including the cash entitlements under the ADSBP and the EABP) the interests of such Directors and PDMRs in Ordinary Shares will be as set out below. The number of Ordinary Shares shown in the name of IFG Trust (Jersey) Limited is the gross number prior to sale of sufficient Ordinary Shares to meet tax and national insurance liabilities on release of Ordinary Shares in respect of the 2008 LTIP and the 2006 LTIP.
|
Director/PDMR
|
Registered Holder
|
Holding
|
Total holding
|
Total
%
|
|
Mike Wagstaff
|
Share Nominees Limited
|
9,317
|
|
|
|
|
Pershing Keen Nominees
|
1,860,846
|
|
|
|
|
M J Wagstaff
|
630,825
|
|
|
|
|
IFG Trust (Jersey) Limited
|
157,180
|
2,658,168
|
1.774
|
|
|
|
|
|
|
|
Jonathan Roger
|
Share Nominees Limited
|
8,003
|
|
|
|
|
L R Nominees Ltd (J Roger)
|
103,421
|
|
|
|
|
L R Nominees Ltd (SC Roger - Spouse)
|
35,000
|
|
|
|
|
Pershing Keen Nominees
|
11,761
|
|
|
|
|
IFG Trust (Jersey) Limited
|
108,607
|
266,792
|
0.178
|
|
|
|
|
|
|
|
Rod Begbie
|
Share Nominees Limited
|
9,317
|
|
|
|
|
Pershing Keen Nominees
|
353,538
|
|
|
|
|
TD Waterhouse Nominees
|
37,488
|
|
|
|
|
IFG Trust (Jersey) Limited
|
109,116
|
509,459
|
0.340
|
|
|
|
|
|
|
|
Peter Turner
|
Share Nominees Limited
|
1,200
|
|
|
|
|
IFG Trust (Jersey) Limited
|
104,150
|
105,350
|
0.070
|
|
|
|
|
|
|
|
Chris Bird
|
Share Nominees Limited
|
4,564
|
|
|
|
|
C Bird
|
130,770
|
|
|
|
|
IFG Trust (Jersey) Limited
|
55,359
|
190,693
|
0.127
|
|
|
|
|
|
|
|
Craig McCallum
|
Share Nominees Limited
|
2,989
|
|
|
|
|
C McCallum
|
7,294
|
|
|
|
|
IFG Trust (Jersey) Limited
|
54,728
|
65,011
|
0.043
|
|
|
|
|
|
|
|
Iain Bartholomew
|
Share Nominees Limited
|
1,239
|
|
|
|
|
IFG Trust (Jersey) Limited
|
52,075
|
53,314
|
0.035
|
|
|
|
|
|
|
|
Paul de Leeuw
|
Share Nominees Limited
|
789
|
|
|
|
|
IFG Trust (Jersey) Limited
|
52,075
|
52,864
|
0.035
|
A copy of this announcement is available to view on Venture's website at
www.venture-production.com.
Enquiries:
|
Venture Production plc Mike Wagstaff, Chief Executive |
Telephone: +44 (0) 1224 619000 |
|
Brunswick Patrick Handley |
Telephone: +44 (0) 207 404 5959 |
The Directors of Venture accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
N M Rothschild & Sons Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as financial adviser to Venture and no one else in connection with the offer and will not be responsible to anyone other than Venture for providing the protections afforded to clients of Rothschild or for providing advice in relation to the contents of this announcement.
Lambert Energy Advisory Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as financial adviser to Venture and no one else in connection with the offer and will not be responsible to anyone other than Venture for providing the protections afforded to clients of Lambert Energy Advisory Limited or for providing advice in relation to the contents of this announcement.
UBS Investment Bank, is acting as financial adviser and broker to Venture and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Venture for providing the protections afforded to clients of UBS Investment Bank or for providing advice in relation to the contents of this announcement.
Oriel Securities Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as financial adviser and broker to Venture and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Venture for providing the protections afforded to clients of Oriel Securities Limited or for providing advice in relation to the contents of this announcement.
Related Shares:
Centrica