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Awards of RSUs
For the year 2020, the Board of Directors have granted 719,087 RSUs to the key
employees of the Company under the Long-Term Incentive Plan (“LTIP”) approved by
the shareholders at the 2018 Annual General Meeting. The awards are based on
specific performance criteria as previously approved by the Board of Directors.
One RSU will entitle the holder to receive one share in the Company against
payment in cash of the par value for the share. The par value is currently NOK
0.05 per share. Vesting of these RSUs is time based, over a period approved by
the Board of Directors. The vesting period of the RSUs is up to 14 June 2023,
where 1/3 of the RSUs vest on 14 June 2021 (the “First Tranche”), 1/3 vest after
1 year of the vesting of the First Tranche, and the final 1/3 vest after 2 years
from vesting of the First Tranche. RSUs are exercised automatically at the
respective vesting dates and the holder will be issued the applicable number of
shares as soon as possible thereafter.
Of the 719,087 RSUs, the primary insiders have been granted the following:
· John Hamilton, the Chief Executive Officer of the Company has been granted
324,358 RSUs;
· Richard Morton, the Technical Director of the Company has been granted
104,215 RSUs;
· Qazi Qadeer, the Chief Financial Officer of the Company has been granted
104,215 RSUs; and
· Nigel McKim, the Projects Director of the Company has been granted 104,215
RSUs.
The remaining 82,084 RSUs have been granted to other key employees.
Exercise of existing RSUs - settlement and Mandatory Notification of Trades
Under the Company’s LTIP, 415,372 RSUs from the prior years’ grants have vested
and have been automatically exercised. In accordance with the terms and
conditions of the RSUs, for this tranche the Board of Directors have decided to
settle approximately 54% of the exercised RSUs in new shares. A total of 222,401
new shares will be issued as part of the exercise of the 415,372 RSUs. The cash
settlement for each of the exercised RSU is after taking into account the
difference between NOK 0.05 (being the face value of the shares) and NOK 11.3979
(being the volume-weighted average price of the Company’s shares on 23 June
2020, i.e. NOK 11.3479 per share. The settlement in new shares and cash have
been determined after taking into account the employees’ tax liability arising
on the exercise of RSUs.
Consequently, the Board has utilized its authorization and passed a resolution
to issue 222,401 new shares, each at a subscription price of NOK 0.05. Existing
shareholders’ pre-emptive rights to subscribe the shares have been set aside in
order for the Company to meet its obligations under the RSU program. Following
registration of the share issue, the Company’s registered share capital will be
NOK 3,451,099.30, divided into 69,021,986 shares, each having a face value of
NOK 0.05.
The total settlement of shares and cash amount is allocated as follows:
John Hamilton, Chief Executive Officer has exercised 197,861 RSUs and will
receive 104,867 new shares and NOK 1,055,286.61, in cash settlement. Following
this, Mr. Hamilton controls 373,829 shares in the Company’s enhanced share
capital and holds 521,313 RSUs awarded under the LTIP which, subject to
fulfilling the vesting conditions, entitles Mr. Hamilton to 521,313 shares in
the Company.
Richard Morton, Technical Director has exercised 68,773 RSUs and will receive
36,450 new shares and NOK 366,798.17 in cash settlement. Following this, Mr.
Morton controls 195,389 shares in the Company’s enhanced share capital and holds
167,426 RSUs awarded under the LTIP which, subject to fulfilling the vesting
conditions, entitles Mr. Morton to 167,426 shares in the Company.
Qazi Qadeer, Chief Financial Officer has exercised 75,438 RSUs and will receive
39,983 new shares and NOK 402,339.79 in cash settlement. Following this, Mr.
Qadeer controls 161,860 shares in the Company’s enhanced share capital and holds
167,426 RSUs awarded under the LTIP which, subject to fulfilling the vesting
conditions, entitles Mr. Qadeer to 167,426 shares in the Company.
Nigel McKim, Projects Director has exercised 20,483 RSUs and will receive 10,856
new shares and NOK 109,246.23 in cash settlement. Following this, Mr. McKim
controls 10,856 shares in the Company’s enhanced share capital and holds 145,182
RSUs awarded under the LTIP which, subject to fulfilling the vesting conditions,
entitles Mr. McKim to 145,182 shares in the Company.
The remaining employees have exercised 52,817 RSUs and have received 30,245 new
shares and NOK 256,144.80 in cash settlement.
Following this settlement and award of new RSUs, the Company will have a total
of 1,149,150 outstanding RSUs. The funds from cash settlements have been
entirely used to settle the taxes due on vesting.
This information is subject to the disclosure requirements pursuant to section 5
-12 and section 4-2 of the Norwegian Securities Trading Act.
Enquiries:
Panoro Energy ASA +44 203 405 1060
Qazi Qadeer, Chief Financial Officer investors@panoroenergy.com
About Panoro Energy
Panoro Energy ASA is an independent E&P company based in London and listed on
the Oslo Stock Exchange with ticker PEN. The Company holds high quality
production, exploration and development assets in Africa, namely the Dussafu
License offshore southern Gabon, OML 113 offshore western Nigeria, and the TPS
operated assets, Sfax Offshore Exploration Permit and Ras El Besh Concession,
offshore Tunisia. For more information, please visit the Company’s website
at www.panoroenergy.com.
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