TIDMCNE
RNS Number : 2144U
Cairn Energy PLC
01 April 2021
FOR IMMEDIATE RELEASE 1 April 2021
CAIRN ENERGY PLC ("Cairn" or "the Company")
Interests of Directors / Persons Discharging Managerial
Responsibility ("PDMRs")
in the Company's Shares
1. Vesting of 2018 Awards under the Company's Long Term
Incentive Plan 2017 ("the 2017 LTIP")
Cairn announces that, on 31 March 2021, the remuneration
committee of its board of directors (the "Remuneration Committee")
completed its assessment of the performance conditions governing
the Awards (which are in the form of "nil-cost" options) over its
ordinary shares of 21/13 pence each ("Shares") that had originally
been granted to the Executive Directors and PDMRs detailed below
under the 2017 LTIP on 28 March 2018.
The above assessment concluded that, over the applicable
three-year performance period, the Company's total shareholder
return was between the median and upper quartile rankings in the
specified comparator group. As a consequence, the "Core Element" of
each of these Awards has now vested in respect of approximately
84.6% of the Shares over which it was originally granted, but will
not be capable of being exercised until the expiry of a specified
holding period (details of which are set out below). For the
avoidance of doubt, the balance of each Award's Core Element, and
the whole of the additional "Kicker Element", lapsed on completion
of the Remuneration Committee's assessment.
A summary of the above events / transactions is as follows:
Executive Director / Shares Total Shares Total Shares
PDMR originally that vested that lapsed Vested
subject on 31 March on 31 March Shares subject
to Award* 2021 2021 to a two-year
holding
period (expiring
on 31 March
2023) **
Simon Thomson, Chief
Executive 670,062 453,472 216,590 453,472
------------ ------------- ------------- -------------------
James Smith, Chief Financial
Officer 435,812 294,941 140,871 294,941
------------ ------------- ------------- -------------------
Eric Hathon, Director
of Exploration 359,003 242,959 116,044 242,959
------------ ------------- ------------- -------------------
Paul Mayland, Chief
Operating Officer 374,681 253,569 121,112 253,569
------------ ------------- ------------- -------------------
* This column sets out the aggregate number of Shares originally
subject to each individual's Award. Approximately 80% of this total
represents the "Core Element" of the Award with the balance of 20%
being its "Kicker Element".
** Under the 2017 LTIP's rules, the Remuneration Committee has
the ability to specify a post-vesting "holding period" during which
awards cannot be exercised. In the case of those individuals noted
in the above table, a two-year holding period was applied to the
whole of their Awards (i.e. both the Core and Kicker Elements).
Additional information in relation to the structure of the 2017
LTIP and the performance conditions applicable to the above Awards
can be found in the Directors' Remuneration Report section of the
Company's most recent Annual Report (the "DRR").
Finally, it should be noted that any Shares that are ultimately
acquired by the Company's Executive Directors on the exercise of
these Awards (other than those sold in order to satisfy the
resulting tax liabilities) will constitute "relevant shares" for
the purposes of Cairn's post-employment shareholding requirement
and will, therefore, normally require to be held for a period of
two years following cessation of the individual's employment.
Further details of this policy are contained in the DRR.
2. Summary of current holdings of Executive Directors / PDMRs
Following the above vesting, the Executive Directors' and PDMRs'
beneficial interests in the Shares of the Company are as
follows:
Executive Director / Current Shares % Issued Share Capital Outstanding entitlements under 2017 LTIP
PDMR
Unvested Awards still Vested but unexercised
subject to performance Awards*
conditions
----------------------- ------------------------
Simon Thomson 1,145,089 0.229 2,569,262 629,600
--------------- ----------------------- ----------------------- ------------------------
James Smith 465,928 0.093 1,671,063 409,496
--------------- ----------------------- ----------------------- ------------------------
Eric Hathon 42,266 0.008 1,376,551 337,324
--------------- ----------------------- ----------------------- ------------------------
Paul Mayland 546,234 0.109 1,427,817 352,055
--------------- ----------------------- ----------------------- ------------------------
* This column includes all outstanding Awards that have vested
following the expiry of the applicable performance period,
regardless of whether or not they are currently capable of being
exercised under the rules of the 2017 LTIP.
Given that the Awards referred to in this announcement take the
form of "nil-cost" options (which have not yet been exercised),
their vesting does not, of itself, constitute a transaction
conducted on the relevant individuals' account relating to Shares
for the purposes of under Article 19(3) of EU Regulation No
596/2014 (the Market Abuse Regulation).
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END
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