Savannah Petroleum PLC Notice of AGM and Related Party Transaction (4760K)
April 10 2018 - 10:30AM
UK Regulatory
TIDMSAVP
RNS Number : 4760K
Savannah Petroleum PLC
10 April 2018
10 April 2018
Savannah Petroleum PLC
("Savannah" or "The Company")
Notice of AGM, Related Party Transaction and Warrant
Cancellation
Savannah Petroleum has today posted its annual report and
accounts to shareholders, which includes a notice of the Annual
General Meeting ("AGM") to be held at 11 a.m. on 3 May 2018 at the
Hilton London Canary Wharf, Marsh Wall, London, E14 9SH. The annual
report and accounts are also available on the Company's website
(www.savannah-petroleum.com).
Eight resolutions are to be proposed at the AGM. Resolution 5
seeks approvals to grant nil cost share options over up to
21,312,418 existing ordinary shares to the Company's Chief
Executive Officer, Andrew Knott, which is deemed a related party
transaction under the AIM Rules for Company. The full text of
Resolution 5 is set out below for information.
The Board believe that the success of the Company will depend to
a significant degree on the future performance of the Company's
senior management team, in particular its CEO, Andrew Knott, and
therefore that it is important to ensure that the members of the
senior management team are well motivated and identify closely with
the success of the Company.
As was disclosed in the Company's Admission Document published
on 22 December 2017, the Company's Remuneration and Nomination
Committee intends to incentivise certain existing and future senior
management by offering them the option of participating in a new
share incentive scheme (the "New Share Scheme"). The Company's
Remuneration and Nomination Committee engaged New Bridge Street,
part of AON plc, to advise on potential structures for the New
Share Scheme.
Awards under the New Share Scheme will take the form of nil cost
options over a total of 42,624,837 existing ordinary shares in the
Company currently held in an employee benefit trust. Vesting of the
awards to participants will be linked to total shareholder return
(based on share price performance and dividends), measured against
the 30 day volume weighted average price ("VWAP") of the Company's
shares during a 5 year period.
For initial participants, the Performance Options will vest on a
straight-line basis should the VWAP at any point during the 5 year
period exceed a hurdle price of 47p, with 100 per cent. vesting on
the VWAP reaching 68p. Participants who receive shares pursuant to
the Performance Options will be subject to a 3 month lock-in period
during which they will not be permitted to deal in such shares,
subject to certain limited exceptions.
All awards under the New Share Scheme will be subject to the
participant's continued employment or other engagement with the
Company, and malus provisions. To further align the interests of
the Company's senior management team and those of shareholders, the
Company's share dealing code will be amended such that employees
who are participants in the New Share Scheme who are awarded shares
will only be permitted to dispose of such shares if, post-disposal,
their residual shareholding will be valued at an amount equal to at
least 200 per cent. of their base salary (based on the VWAP on the
date of such disposal).
Related Party Transaction
As was disclosed in the Company's Admission Document published
on 22 December 2017, it is proposed that the Company's Chief
Executive Officer, Andrew Knott, will be awarded options over
21,312,418 existing ordinary shares currently held in the employee
benefit trust under the terms of the New Share Scheme.
The Directors, with the exception of Andrew Knott and Isatou
Semega-Janneh as beneficiaries of the New Share Scheme, having
consulted with Strand Hanson Limited, the Company's nominated
adviser, consider that the terms of the proposed award to Andrew
Knott is fair and reasonable insofar as shareholders are
concerned.
The purpose of this resolution is for shareholders to approve
the proposed share award under the terms of the New Share Scheme to
the Company's Chief Executive Officer, Andrew Knott. In accordance
with good corporate governance practice, Andrew Knott, his
associates and family members, Aralia Capital SA (which also
includes the holding of Peleng Holding Corporation, wholly owned by
the same investor as Aralia Capital SA) and Luzon Investments S.A.
and the Company's Board and senior management team who hold shares
in the Company shall be precluded from voting on this resolution.
The shares held by the EBT will also be precluded from voting on
this resolution.
Warrant Cancellation
Savannah has received confirmation from one of the Placees who
participated in the Company's December 2017 Placing that its fund
is unable to hold the Warrants which were awarded to it as a result
of this participation. As such, a total of 640,183 Warrants will be
cancelled. The total number of Warrants outstanding will therefore
be 132,590,817.
Unless otherwise defined, capitalised terms in this announcement
have the same meaning ascribed to them in the Company's Admission
Document dated 22 December 2017.
For further information contact:
Savannah Petroleum +44 (0) 20 3817 9844
Andrew Knott, CEO
Isatou Semega-Janneh, CFO
Jessica Hostage, VP Corporate
Affairs
Strand Hanson (Nominated Adviser) +44 (0) 20 7409 3494
Rory Murphy
James Spinney
Ritchie Balmer
Mirabaud (Joint Broker) +44 (0) 20 7878 3362
Peter Krens
Ed Haig-Thomas
Hannam & Partners (Joint Broker) +44 (0) 20 7907 8500
Neil Passmore
Alejandro Demichelis
Sam Merlin
Celicourt Communications +44 (0) 20 7520 9266
Mark Antelme
Jimmy Lea
The information contained within this announcement is considered
to be inside information prior to its release, as defined in
Article 7 of the Market Abuse Regulation No. 596/2014, and is
disclosed in accordance with the Company's obligations under
Article 17 of those regulations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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