2 October 2024
Petrofac Limited
(the ‘Company’)
Notification of
Transactions by
Persons
Discharging Managerial Responsibilities
Pursuant to the Company’s
obligations under Market Abuse Regulation 19, the Company hereby
makes the following notifications in respect of its Directors and
the vesting of awards of ordinary shares of US$0.02 each in the
Company (the ‘Shares’) granted to the Directors under the Petrofac
Performance Share Plan (‘PSP’) in 2021 and the Deferred Bonus Plan
(DBP) in 2022 and 2023. The vestings took place on 1 October 2024
in accordance with the terms of the PSP and DBP.
PSP
PSP awards are made by the Company
to senior executives and generally vest on the third anniversary of
the date of grant to the extent that performance conditions have
been satisfied.
Awards are made at nil cost to
participants.
Details of the vesting under the
PSP, which took place on 1 October 2024, including the position
before and after the vesting, are outlined
below:
|
|
Total number of
Shares held under the PSP prior to
1 October
2024
|
Number of Shares
vested on
1 October
20242
|
Number of Shares
lapsed on 1 October 20242
|
Number
of
Shares
sold
on
1 October
2024
|
Total number of
Shares held under the PSP after 1 October 2024
|
|
Afonso Reis e
Sousa1
|
2,212,101
|
81,816
|
163,878
|
38,597
|
1,966,407
|
1
Afonso Reis e Sousa sold sufficient
Shares to satisfy his tax liability. The share price for the Shares
sold was 14.1992 pence. His shareholding in the Company has
therefore increased by the number of unsold vested Shares. In
accordance with our share retention guidelines, unsold vested PSP Shares are subject to
a two-year holding period
until 1 October
2026.
2
Following the end of the three-year
performance period in respect of the 2021 PSP award, the
performance conditions were such that 33.3% of the award
vested.
The balance of Shares
lapsed.
DBP
In line with the Company’s
remuneration arrangements, any bonus awarded will usually be paid
to Executive Directors half in cash and half in deferred shares
under the DBP.
Awards will generally vest in equal
tranches over one, two and three years from the date
of grant, provided a participant does not leave
the Company’s employment. Awards are made at nil cost to
participants.
Mr Kawash was granted an ad hoc
award under the DBP in line with his joining arrangements. These
shares are not subject to performance conditions and will vest,
subject inter alia, to continued employment, over the following two
years.
Details of the vestings under the
DBP which took place on 1 October 2024 for each Director, including
the position before and after the vestings, are outlined
below:
|
|
Total number of
Shares held under the DBP prior to
1 October
2024
|
Number of Shares
vested on
1 October
2024
|
Number
of
Shares sold on 1
October 2024
|
Total number of
Shares held under the DBP after
1 October
2024
|
|
Tareq Kawash1
|
536,097
|
178,699
|
84,130
|
357,398
|
|
Afonso Reis e
Sousa1
|
165,389
|
58,868
|
27,811
|
106,521
|
1
Tareq Kawash and Afonso Reis e
Sousa each sold sufficient Shares to satisfy their tax liabilities.
The share price for the Shares sold was 14.1992 pence. Their
shareholdings in the Company have therefore increased by the number
of unsold vested Shares.
Following the above-noted
transactions, the PDMRs and their connected persons hold the
following beneficial interests in the Company:
|
|
Total number of
Shares held in the Company prior to
1 October
2024
|
Total number of
Shares held in the Company after 1 October 2024
|
Total number of
Shares held in the Company after 1 October 2024, expressed as % of
the total shares in issue
|
|
Tareq Kawash
|
94,584
|
189,153
|
0.036%
|
|
Afonso Reis e Sousa
|
58,630
|
132,906
|
0.025%
|
The Company's issued share capital
consists of 525,373,758 Shares with voting rights. Each Share
carries the right to one vote. The Company does not hold any Shares
in Treasury.
Notification and
public disclosure of transactions by persons discharging managerial
responsibilities and persons closely associated with
them
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Tareq Kawash
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Group Chief Executive
|
|
b)
|
Initial notification
/Amendment
|
Initial Notification
|
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
|
a)
|
Name
|
Petrofac Limited
|
|
b)
|
LEI
|
2138004624W8CKCSJ177
|
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been conducted
|
|
a)
|
Description of the financial
instrument, type of instrument
|
Ordinary Shares of
US$0.02
|
|
|
|
|
Identification code
|
GB00B0H2K534
|
|
|
|
|
b)
|
Nature of the
transaction
|
Vesting of award of shares under
the Petrofac Deferred Bonus Plan 2021 - Nil Cost Awards & sale
of sufficient shares to account for tax liability
|
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share (£)
|
Volume(s)
|
|
|
|
|
£0.141992
|
178,699
|
|
|
|
|
|
|
|
|
d)
|
Aggregated information
|
|
|
|
|
|
- Aggregated volume
|
178,699
|
|
|
|
|
- Price
|
£0.141992
|
|
|
|
|
e)
|
Date of the transaction
|
2024-10-01
|
|
f)
|
Place of the transaction
|
London Stock Exchange
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Afonso Reis e Sousa
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Chief Financial Officer
|
|
b)
|
Initial notification
/Amendment
|
Initial Notification
|
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
|
a)
|
Name
|
Petrofac Limited
|
|
b)
|
LEI
|
2138004624W8CKCSJ177
|
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been conducted
|
|
a)
|
Description of the financial
instrument, type of instrument
|
Ordinary Shares of
US$0.02
|
|
|
|
|
Identification code
|
GB00B0H2K534
|
|
|
|
|
b)
|
Nature of the
transaction
|
Vesting of award of shares under
the Petrofac Performance Share Plan 2014 & the Petrofac
Deferred Bonus Plan 2021 - Nil Cost Awards & sale of sufficient
shares to account for tax liability
|
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share (£)
|
Volume(s)
|
|
|
|
|
£0.141992
|
140,684
|
|
|
|
|
|
|
|
|
d)
|
Aggregated information
|
|
|
|
|
|
- Aggregated volume
|
140,684
|
|
|
|
|
- Price
|
£0.141992
|
|
|
|
|
e)
|
Date of the transaction
|
2024-10-01
|
|
f)
|
Place of the transaction
|
London Stock Exchange
|
For further
information contact:
Petrofac
Limited
+44 (0) 20 7811
4900
James Boothroyd, Head of Investor
Relations
James.boothroyd@petrofac.com
Sophie Reid, Group Head of
Communications
Sophie.reid@petrofac.com
Teneo (for
Petrofac)
+44 (0) 207 353
4200
petrofac@teneo.com