17th Aug 2017 07:00
Cabot Energy Plc
("Cabot Energy" or "the Company")
Exercise of options and award of options
Cabot Energy (AIM: CAB) announces that options to acquire ordinary shares in the Company, at a cost of the nominal value of the shares ("Options"), have been exercised by certain directors and employees of the Company as set out below and in addition the Company has awarded Options as set out below.
Exercise of Options
On 16 August 2017, certain directors and employees of the Company exercised previously issued Options over a total of 1,136,669 ordinary shares in the Company ("Ordinary Shares") under the Cabot Energy Incentive Plan ("CEIP"). Following the exercise of the Options and Admission, as defined below, Keith Bush and Nick Morgan, Chief Executive Officer and Finance Director of the Company respectively, will hold the following interests in the Company:
Current holding of Ordinary Shares | No. of Ordinary Shares to be acquired through exercise of Options | New holding of Ordinary Shares | ||
Number | Percentage of issued Ordinary Shares | |||
Keith Bush | 590,735 | 209,644 | 800,379 | 0.25% |
Nick Morgan | 720,522 | 167,715 | 888,237 | 0.28% |
Issue of equity and Total Voting Rights
Cabot Energy has applied to the London Stock Exchange for 1,136,669 new Ordinary Shares (the "New Ordinary Shares") to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 22 August 2017. The New Ordinary Shares will, following admission, rank pari passu in all respects with the existing issued Ordinary Shares.
On Admission, the Company's issued share capital will be 315,829,037 which also represents the total number of voting rights. Shareholders should use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Option awards in relation to 2016
Under the terms of the CEIP, certain staff were awarded Options and directors received Options as a partial substitute for a cash bonus, in relation to performance during 2016, as follows:
No. of options awarded | |
Keith Bush | 857,142 |
Nick Morgan | 857,142 |
Paul Lafferty | 857,142 |
Staff | 1,495,000 |
The options awarded to Keith Bush, Nick Morgan and Paul Lafferty vest three years after the award. The options awarded to staff members vest equally over three years after award. All options lapse ten years after award.
Salary substitution grant
As announced on 12 November 2015, certain senior management agreed to further reduce their salaries, in addition to a previously agreed reduction, from 1 November 2015 in exchange for the issue of options, under the terms of the CEIP. The Remuneration Committee decided that this agreement should cease on 31 December 2016 for executive directors and senior management and 1 May 2017 for non-executive directors.
The award under this agreement for the two month period from 1 November 2016 until 31 December 2016 was calculated using the salary foregone divided by 3.5 pence, which was the placing and open offer price used in the equity issue in December 2016, since the volume weighted average price during this period was lower. The award to non-executive directors from 1 January 2017 to 30 April 2017 was calculated using the fees foregone divided by 4.46 pence, which was the volume weighted average price of the Company's ordinary shares during this period.
The options granted in accordance with the agreements are as follows:
No. of options awarded | |||
1 Nov 16 to 31 Dec 16 | 1 Jan 17 to 30 Apr 17 | ||
Jon Murphy | 47,633 | 74,804 | |
Iain Lanaghan | 23,828 | 37,420 | |
Keith Bush | 214,285 | - | |
Nick Morgan | 190,514 | - | |
Paul Lafferty | 95,257 | - |
All these options vest three years after award and expire ten years after award.
In addition, 52,381 options were granted to a staff member in relation to a reduction in salary taken from 1 October 2016 to 1 February 2017, again under the terms of the CEIP. These options vest equally over three years following the award.
All salary substitution schemes have now ceased. Full fees for non-executive directors and salaries for certain staff have been reinstated. The executive directors and senior management however have agreed to continue on salaries below their original contractual levels. The Remuneration Committee has decided to make a one-time award in recognition of this salary reduction, which has been taken since 1 March 2015. The amount of Options issued in respect of this period was calculated using the salary foregone from 1 March 2015 to 31 December 2016 divided by 3.97 pence, which was the volume weighted average price of the Company's ordinary shares during this period.
No. of options awarded | |
Keith Bush | 2,307,240 |
Nick Morgan | 1,614,699 |
Paul Lafferty | 876,566 |
There is no intention by the Remuneration Committee to make any further award of Options in relation to reductions in salary.
Total options in issue
Following Admission and the issue of Options as detailed above, the number of Options awarded or granted to Directors, senior management and staff will total 18,594,097 which will represent 5.89 per cent. of the Company's issued share capital. The total number of Options now awarded or granted to persons discharging managerial responsibilities are as follows:
No. of options awarded | |
Jon Murphy | 460,932 |
Iain Lanaghan | 230,579 |
Keith Bush | 6,234,776 |
Nick Morgan | 5,099,538 |
Paul Lafferty | 3,422,555 |
-Ends-
For further information please contact:
Cabot Energy Plc Tel: +44 (0)20 7469 2900
Keith Bush, Chief Executive Officer
Nick Morgan, Finance Director
Stockdale Securities Limited (Nomad and Joint Broker) Tel: +44 (0)20 7601 6100
Antonio Bossi
David Coaten
FirstEnergy Capital LLP (Joint Broker) Tel: +44 (0)20 7448 0200
Jonathan Wright
FTI Consulting Tel: +44 (0)20 3727 1000
Edward Westropp
Note to Editors:
Cabot Energy is an oil and gas company focused on production led growth. The Company is undertaking a redevelopment and production project in north west Alberta and has a broader portfolio of exploration and appraisal opportunities in countries of relatively low political risk, primarily Italy. Comprehensive information on Cabot Energy and its oil and gas operations, including press releases, annual reports and interim reports are available from Cabot Energy's website: www.cabot-energy.com
Related Shares:
Cabot Energy