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Awards of RSUs
For the year 2022, the Board of Directors have granted 487,434 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. 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 2025,
where 1/3 of the RSUs vest on 14 June 2023 (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 487,434 RSUs, the primary insiders have been granted the following:
· John Hamilton, the Chief Executive Officer of the Company has been granted
131,772 RSUs;
· Richard Morton, the Technical Director of the Company has been granted
63,507 RSUs;
· Qazi Qadeer, the Chief Financial Officer of the Company has been granted
64,983 RSUs; and
· Nigel McKim, the Projects Director of the Company has been granted 63,507
RSUs.
The remaining 163,665 RSUs have been granted to other key employees.
Exercise of existing RSUs - settlement and Mandatory Notification of Trades
Under the Company’s LTIP, 570,501 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% RSUs
in cash. A total of 305,682 new shares will be issued and 264,819 RSUs will be
settled in cash. 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 33.0371 (being the volume-weighted average price of the
Company’s shares on 13 June 2022, i.e. NOK 32.9871 per share (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 305,682 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 5,684,468.6, divided into 113,689,372 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 229,486 RSUs and will
receive 118,760 new shares and 110,726 units in cash settlement at Settlement
Price. Following this, Mr. Hamilton controls 638,780 shares in the Company’s
enhanced share capital and holds 351,107 RSUs.
· Richard Morton, Technical Director has exercised 73,710 RSUs and will
receive 38,145 new shares and 35,565 units in cash settlement at Settlement
Price. Following this, Mr. Morton controls 293,616 shares in the Company’s
enhanced share capital and holds 133,978 RSUs.
· Qazi Qadeer, Chief Financial Officer has exercised 74,125 RSUs and will
receive 38,360 new shares and 35,765 units in cash settlement at Settlement
Price. Following this, Mr. Qadeer controls 253,851 shares in the Company’s
enhanced share capital and holds 136,285 RSUs.
· Nigel McKim, Projects Director has exercised 73,087 RSUs and will receive
37,823 new shares and 35,264 units in cash settlement at Settlement Price.
Following this, Mr. McKim controls 89,237 shares in the Company’s enhanced share
capital and holds 133,979 RSUs.
The remaining employees in aggregate have exercised 120,093 RSUs and have
received 72,594 new shares and 47,499 units in cash settlement at Settlement
Price.
Following this settlement and award of new RSUs, the Company will have a total
of 1,079,367 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.
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