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Awards of RSUs
For the year 2021, the Board of Directors have granted 528,356 RSUs to the key
employees of the Company under the Long-Term Incentive Plan (“LTIP”) approved by
the shareholders at the 2021 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 (the “Face Value”). 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 2024, where 1/3 of the RSUs vest on 14 June 2022 (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 528,356 RSUs, the primary insiders have been granted the following:
· John Hamilton, the Chief Executive Officer of the Company has been granted
166,822 RSUs;
· Richard Morton, the Technical Director of the Company has been granted
53,599 RSUs;
· Qazi Qadeer, the Chief Financial Officer of the Company has been granted
54,846 RSUs; and
· Nigel McKim, the Projects Director of the Company has been granted 53,599
RSUs.
The remaining 199,490 RSUs have been granted to other key employees.
Exercise of existing RSUs - settlement and Mandatory Notification of Trades
Under the Company’s LTIP, 515,072 RSUs from the prior years’ grants have vested
and 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 and the remaining 46%
units in cash. A total of 277,402 new shares will be issued and 237,670 units
will be settled in cash. The cash settlement for each of the exercised RSU is
after taking into account the difference between the Face Value and the volume
-weighted average price as per Oslo Stock Exchange of the Company’s shares on 11
June 2021 (the “Settlement Price”). 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 277,402 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 5,664,684.50, divided into 113,293,690 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 239,314 RSUs and will
receive 126,837 new shares and 112,477 units in cash settlement at Settlement
Price. Following this, Mr. Hamilton controls 520,020 shares in the Company’s
enhanced share capital and holds 448,821 RSUs.
· Richard Morton, Technical Director has exercised 76,844 RSUs and will
receive 40,728 new shares and 36,116 units in cash settlement at Settlement
Price. Following this, Mr. Morton controls 255,471 shares in the Company’s
enhanced share capital and holds 144,181 RSUs.
· Qazi Qadeer, Chief Financial Officer has exercised 76,845 RSUs and will
receive 40,728 new shares and 36,117 units in cash settlement at Settlement
Price. Following this, Mr. Qadeer controls 215,491 shares in the Company’s
enhanced share capital and holds 145,427 RSUs.
· Nigel McKim, Projects Director has exercised 55,222 RSUs and will receive
29,268 new shares and 25,954 units in cash settlement at Settlement Price.
Following this, Mr. McKim controls 51,414 shares in the Company’s enhanced share
capital and holds 143,559 RSUs.
The remaining employees in aggregate have exercised 66,847 RSUs and have
received 39,841 new shares and 27,006 units in cash settlement at Settlement
Price.
Following this settlement and award of new RSUs, the Company will have a total
of 1,162,434 outstanding RSUs. Subject to fulfilling the vesting conditions,
each RSU entitles the holder to one share in the Company.
The funds from cash settlements have, in entirety, been 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
Qazi Qadeer, Chief Financial Officer
Tel: +44 203 405 1060
Email: investors@panoroenergy.com
About Panoro Energy
Panoro Energy ASA is an independent exploration and production company based in
London and listed on the main board of the Oslo Stock Exchange with the ticker
PEN. Panoro holds production, exploration and development assets in Africa,
namely a producing interest in Block-G, offshore Equatorial Guinea, the Dussafu
License offshore southern Gabon, OML 113 offshore western Nigeria (held-for
-sale, subject to completion), the TPS operated assets, Sfax Offshore
Exploration Permit and Ras El Besh Concession, offshore Tunisia and
participation interest in an exploration Block 2B, offshore South Africa.
Kilde
