TIDMTRIN
RNS Number : 6305I
Trinity Exploration & Production
13 August 2021
Trinity Exploration & Production plc
('Trinity' or the 'Company' or the 'Group')
Partial vesting of the 2017 Awards under the Long Term Incentive
Plan (LTIP)
Adoption of Revised LTIP and
Grant of 2021 Annual LTIP Awards under the Revised LTIP
Trinity Exploration & Production plc (AIM: TRIN), the
independent E&P company focused on Trinidad and Tobago,
announces the vesting of awards made under the Long Term Incentive
Plan ("LTIP") on 25 August 2017 and 2 January 2019, the revision of
the LTIP and awards granted under the revised LTIP.
2017 One Off LTIP Awards
Further to the announcement of 25 August 2017, informing the
Market that the Company had issued certain awards under its LTIP to
the Executive Directors and other key employees ("Management"), the
Company announces further vesting of these awards as a result of
satisfying a portion of the performance criteria established at the
time of the grant.
The 2017 One Off LTIP Awards are due to vest on 30 June 2022,
subject to meeting a series of predetermined performance criteria.
However, under the terms of the award, the performance criteria
were to be tested on 30 June 2020 and 30 June 2021 and at these
dates whole or partial vesting could occur to the extent that the
relevant performance conditions had been met. Subject to meeting
these conditions and continued employment with the Company, the
Options are exercisable at nil cost by the participants.
Participants have until 24 August 2027 to exercise any Options
vesting pursuant to the 2017 One Off LTIP Awards.
The performance criteria satisfied by the Company on 30 June
2020 and on 30 June 2021 are detailed below:
Performance Target Total % of Award Total Satisfied
that may vest in 2021
Payment of the amount 20% (satisfied in N/A
due to the Board 2020)
of Inland Revenue
of Trinidad and Tobago
(BIR) by 30 September
2019
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Redemption of January 10% (satisfied in N/A
2017 Convertible 2020)
Loan Notes (CLN's)
in full by 2(nd)
anniversary of their
issue.
-------------------- ----------------
Share price growth 70% (6.56% in 2020) 26.45% (33.01%
from 2017 placing less the 6.56%
price of 49.8p per which vested
share (as adjusted in 2020)
for the Share Consolidation).
The Share price is
measured from the
2017 placing price
of 49.8p (as adjusted
for the Share Consolidation)
to the 3 month average
VWAP up to the day
before the performance
is tested.
(i) If share price
is above 350p per
share (as adjusted
for the Share Consolidation)
- the full 70% of
the option will vest;
(ii) If share price
is 49.8p or below
(as adjusted for
the Share Consolidation)
- none of the option
will vest;
(iii) If the average
share price is between
49.8p and 350p per
share (both as adjusted
for the Share Consolidation)
then a percentage
of the 70% will vest
on a prorated straight-line
basis.
-------------------- ----------------
Based on the three month average VWAP to 30 June 2021 of 149.8p
(as adjusted for the Share Consolidation) the total number of
Options which vested on 30 June 2021 was 471,131, which included
the vesting of 95,742 options to Jeremy Bridglalsingh, Chief
Executive Officer.
Whilst these Options have vested, as yet none of the vested
Options have been exercised by any of the recipients. These vested
Options remain available to be exercised until 24 August 2027.
A further 1,214,741 (as adjusted for the Share Consolidation)
options will be re-tested under the Share Price Growth criterion on
30 June 2022.
2019 LTIP Awards
On 2 January 2019 the Company issued Awards under the LTIP to
Management in respect of performance during the financial year
ended 31 December 2017 (the "2017 Annual Award"). The Company
granted options over 282,400 ordinary shares (amounts restated to
reflect the Share Consolidation) which, subject to meeting the set
performance criteria, vested on 1 January 2021 to those
participants who remained in employment with the Company.
The Awards are subject to the achievement of relative Total
Shareholder Return ("Relative TSR") performance targets measured
over a three year performance period ending on 1 January 2021. The
Relative TSR ranking was determined by calculating the three month
average TSR to the end of the performance period and dividing this
by the three month average TSR to the beginning of the performance
period for all companies in the agreed comparator group. Companies
were ranked on this basis with the highest performing company
ranked first.
The total number of Options vested on 1 January 2021 was
167,018, representing 66.67% of the total LTIPs awarded, including
the vesting of 31,883 options to Jeremy Bridglalsingh, Chief
Executive Officer.
The Options are exercisable at nil cost by the participants.
Whilst these Options have vested, as yet none of the vested Options
have been exercised by any of the participants. These vested
Options remain available to be exercised until 1 January 2023.
Revised LTIP Scheme and 2021 Annual LTIP Award
The Company announces that the LTIP scheme has been revised (the
"Revised LTIP"). The terms of the Revised LTIP will apply in
respect of the proposed 2021 Annual LTIP Award and subsequent
issues, but will not alter the terms of any previous awards made
under the LTIP.
The Company announces that 325,000 options have been granted
under the Revised LTIP in respect of the Company's performance in
the year to 31 December 2020 (the "2021 Annual LTIP Award"),
including 75,000 options granted to the Jeremy Bridglalsingh, Chief
Executive Officer. The 2021 Annual LTIP Award represents 0.84% of
the Company's current issued share capital.
The performance targets set for awards made under the 2021
Annual LTIP Award will be measured considering both the Company's
absolute TSR performance and the Company's relative TSR performance
over a three year period, commencing with the current financial
year of the Company (i.e. a measurement period of 1 January 2021 to
31 December 2023). TSR calculations will be determined by reference
to the volume weighted three month average price prior to the start
and end of the measurement period (with the starting average price
adjusted for the Share Consolidation). The three month volume
weighted average price at the start of the performance period for
the 2021 Annual LTIP Award was 88p (adjusted for the Share
Consolidation).
The performance targets provide that:
-- No portion of a distinct one-half of the 2021 Annual LTIP
Award (the "Absolute TSR Part") may vest unless the Company's
compound annual growth rate of TSR over the performance period is
at least 10% p.a., for which 30% of the Absolute TSR Part may vest,
rising on a straight line basis for full vesting of the Absolute
TSR Part if the Company's compound annual growth rate of TSR over
the performance period equals or exceeds 25% p.a.
-- No portion of the other distinct one-half of the 2021 Annual
LTIP Award (the "Relative TSR Part") may vest unless the Company's
TSR over the performance period ranks at least median relative to
the TSR performance within a comparator group of companies, for
which 30% of the Relative TSR Part may vest, rising on a straight
line basis for full vesting of the Relative TSR Part if the
Company's TSR over the performance period ranks upper quartile or
better relative to the TSR performance within a comparator
group.
However, an underpin term applies to the Relative TSR Part which
provides that, regardless of relative TSR performance, no vesting
may ordinarily accrue in respect of the Relative TSR Part unless
the Company's compound annual growth rate of TSR over the
performance period is at least 10% p.a.
The earliest vesting date for the 2021 Annual LTIP Award will be
1 January 2024.
The comparator group of companies for the 2021 Annual LTIP Award
has been created using the following filters:
Sector: FTSE AIM All Share Oil & Gas constituents
Size: Market capitalisation of between GBP20 million and GBP400
million
Further relevance filter: Exploration & Production
operations, excluding oil equipment and service, pure-play
exploration and alternative energy companies.
These filters create a comparator group of 30 companies which
excludes larger companies that may be expected to be on the main
list and micro explorers that can show extreme volatility and which
can be numerous at various points in the business cycle. For 2021,
the market cap range of GBP20-400 million has been deemed
appropriate, but the Remuneration Committee will review the
appropriate range for each new LTIP grant.
The Remuneration Committee believes that the Company's LTIP
continues to be an important tool for aligning the interests of the
Trinity Executive Management Team with those of shareholders. The
Remuneration Committee will determine the Absolute TSR targets, and
the underpin, for future awards taking into account the share price
at the start of each measurement period, and may also alter the
composition of the comparator group for future awards if it deems
it appropriate to do so.
The information set out below is provided in accordance with the
requirements of Article 19(3) of the UK Market Abuse
Regulations.
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Jeremy Bridglalsingh
-------------------------------------------------------- -------------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
-------------------------------------------------------- -------------------------------------------------------
b) Initial notification/Amendment Initial notification
-------------------------------------------------------- -------------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
-----------------------------------------------------------------------------------------------------------------
a) Name Trinity Exploration & Production plc
-------------------------------------------------------- -------------------------------------------------------
b) LEI 2 13800WHW7571LAEDG63
-------------------------------------------------------- -------------------------------------------------------
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 Ordinary shares of USD 0.01 per share par value
instrument
Identification code
GB00BN 7CJ686
-------------------------------------------------------- -------------------------------------------------------
b) Nature of the transaction Grant of Options under the Trinity Exploration &
Production plc Long-Term Incentive Plan
-------------------------------------------------------- -------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 7 5 ,000
----------
-------------------------------------------------------- -------------------------------------------------------
d) Aggregated information- Aggregated volume
- Price 75,000 ordinary shares of USD 0.01 per share par
value
Nil consideration
-------------------------------------------------------- -------------------------------------------------------
e) Date of the transaction 13 August 2021
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f) Place of the transaction Outside a trading venue
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Enquiries
For further information please visit www.trinityexploration.com or contact:
Trinity Exploration & Production plc +44 (0)131 240 3860
Nick Clayton, Non-Executive Chairman
Jeremy Bridglalsingh, Chief Executive
Officer
Tracy Mackenzie, Corporate Development
Manager
SPARK Advisory Partners Limited (Nominated
Adviser and Financial Adviser) +44 (0)20 3368 3550
Mark Brady
Cenkos Securities PLC (Broker)
Leif Powis (Corporate Broking) +44 (0)20 7397 8900
Neil McDonald +44 (0)131 220 6939
Walbrook PR Limited +44 (0)20 7933 8780
Nick Rome trinityexploration@walbrookpr.com
About Trinity ( www.trinityexploration.com )
Trinity is an independent oil production company focused solely
on Trinidad and Tobago. Trinity operates producing and development
assets both onshore and offshore, in the shallow water West and
East Coasts of Trinidad. Trinity's portfolio includes current
production, significant near-term production growth opportunities
from low risk developments and multiple exploration prospects with
the potential to deliver meaningful reserves/resources growth. The
Company operates all of its nine licences and, across all of the
Group's assets, management's estimate of the Group's 2P reserves as
at the end of 2020 was 19.55 mmbbls. Group 2C contingent resources
are estimated to be 31.06 mmbbls. The Group's overall 2P plus 2C
volumes are therefore 50.61 mmbbls.
Trinity is quoted on the AIM market of the London Stock Exchange
under the ticker TRIN.
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END
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