TIDMFTO

RNS Number : 3821S

Fortune Oil PLC

23 September 2014

23 September 2014

FORTUNE OIL PLC

("Fortune Oil" or "the Company")

Grants and vesting for Directors and PDMRs

The following grants and vesting events have occurred in respect of the Senior Executive Incentive Plan 2009 ("the Plan").The Plan is operated by the trustees of the Company's Employee Benefit Trust, JTC Trustees Limited, subject to the rules of the Company's Long Term Incentive Plan (the "LTIP Rules"). The ordinary shares of 1p each of the Company ("Ordinary Shares") over which the options will be exercisable are issued and are held by the Company's Employee Benefit Trust (the "EBT" or "Trust").

The increase in the number of Ordinary Shares covered by each of the options as a result of Good or Exceptional Company performance is as follows:

 
Date of Exercise                          Increase in number of shares for Good       Increase in number of shares for 
                                                            Company Performance        Exceptional Company Performance 
---------------------------------------  --------------------------------------  ------------------------------------- 
On or after 3rd anniversary but before 
 4th anniversary                                                            20%                                    40% 
---------------------------------------  --------------------------------------  ------------------------------------- 
On or after 4th anniversary but before 
 5th anniversary                                                            40%                                   100% 
---------------------------------------  --------------------------------------  ------------------------------------- 
On or after 5th anniversary                                                100%                                   200% 
---------------------------------------  --------------------------------------  ------------------------------------- 
 

The increases in awards in each period are percentage increases on the initial award and are not cumulative.

(1) The conditional share rights in the Plan for the performance period 1 May 2014 - 30 April 2015

The Remuneration Committee have considered and decided that no awards should be made for 2014 in the Plan, as stated in the Remuneration Report of the 2014 Annual Report, as the Company is still in the temporary period during which the performance of the Group's former Gas Division may have an impact on the right of China Gas to reclaim part of the consideration of the Company.

(2) Vesting of shares in the Plan for the performance period 1 June 2011 - 31 May 2014 (now vested on 20 September 2014) following the third anniversary of the grant

On 20 June 2011, certain Directors/PDMRs of the Company were awarded nil-paid options under the Plan over the number of Ordinary Shares detailed below after the one year personal performance period (1 June 2011 - 31 May 2012), based on the notional bonuses granted as stated in the announcement on 20 June 2012.

These awards vested on 20 September 2014 (an extended anniversary date due to the change of financial year end subsequent to the Company's announcement of 22 May 2014), being 3 years following the award and a director and each PDMR below have the right to exercise their option and receive delivery of the Ordinary Shares or carry them forward in the Company's EBT.

 
 Director        No. of Ordinary   Decision 
                      Shares 
--------------  ----------------  --------------------------- 
 LI Ching            916,059       Exercise her options and 
                                    remove her 916,059 shares 
                                    out of the EBT 
--------------  ----------------  --------------------------- 
 PDMR 
--------------  ----------------  --------------------------- 
 Paul KWONG          405,366       Shares remain in the EBT 
--------------  ----------------  --------------------------- 
 GONG Min            194,205       Shares remain in the EBT 
--------------  ----------------  --------------------------- 
 YE Qing             194,205       Shares remain in the EBT 
--------------  ----------------  --------------------------- 
 Michael JONES       353,834       Exercise his options and 
                                    remove his 353,834 shares 
                                    out of the EBT 
--------------  ----------------  --------------------------- 
 

Those Person Discharging Managerial Responsibility (PDMR) whose Ordinary Shares remain in the EBT will benefit from further enhancement subject to the Company's performance over the performance period, which in the case of these options runs from 20 June 2011 and 20 June 2014 (now 20 September 2014). There are two thresholds for Company performance - Good and Exceptional. The criteria for determining Good and Exceptional Company Performance were first set at the Company's Annual General Meeting on 25 June 2004 and re-confirmed on 24 June 2009.

There is no consideration for these additional awards if made and any additional Ordinary Shares to be made the subject of options are already in issue and are held in the EBT.

(3) The results of topping up of LTIP awards in the Plan in respect of the 2010 awards over the Company Performance period 18 June 2010 - 17 June 2013 (now extended to 20 September 2014)

On 20 June 2013, three PDMR recipients of the 2010 awards chose not to withdraw their Ordinary Shares from the EBT and these nil cost options remain exercisable.

Under the Plan the number of awardable shares can increase subject to both the continuous employment at the Company and the performance of the Company for the three year period from the date of the initial award, subject to such award becoming unconditional 3 years following the date of award and each participant has the right to exercise their option and receive delivery of the Ordinary Shares or carry them forward in the Company's EBT.

The Company performance result was "Exceptional" resulting in a 40% increase in the number of Ordinary Shares the subject of relevant options. The number of shares to be awarded depends upon the decision taken by each beneficiary as to when they remove their shares from the EBT. There is no consideration for these additional awards if made and any additional Ordinary Shares to be made the subject of options are already in issue are currently held in the EBT.

 
 PDMR          No. of shares   Additional           Exercise period    Decision 
                (original)      shares awarded 
                                on or after 
                                3(rd) anniversary 
                                but before 
                                4(th) anniversary 
                                                                      248,348 shares 
                                                    20 June 2013       remain in the 
 Paul Kwong    177,392         70,956                -19 June 2020          EBT 
                                                                      233,744 shares 
                                                    20 June 2013       remain in the 
 GONG Min      166,960         66,784                - 19 June 2020         EBT 
                                                    20 June 2013      467,488 shares 
 YE Qing       333,920         133,568               - 19 June 2020    remain the EBT 
 

(4) Topping up of LTIP awards in the Plan in respect of the 2009 awards over the Company Performance period 24 June 2009 - 23 June 2012

On 20 June 2013, two PDMR recipients of the 2009 awards chose not to withdraw their Ordinary Shares from the EBT and these nil cost options remain exercisable. In respect of the 2009 award the original performance period ran from 24 June 2009 to 23 June 2012, and now changed to 20 June 2009 to 19 June 2019.

The Company performance result was "Exceptional" resulting in a 100% increase in the number of Ordinary Shares the subject of relevant options. The number of shares to be awarded depends upon the decision taken by each beneficiary as to when they remove their shares from the EBT.

 
 PDMR        No. of shares   Additional           Exercise period   Decision 
              (original)      shares awarded 
                              on or after 
                              4(th) anniversary 
                              but before 
                              5(th) anniversary 
                                                                    747,384 shares 
                                                  24 June 2012       remain in the 
 GONG Min    373,692         373,692               -23 June 2019     EBT 
                                                  24 June 2012      747,384 shares 
                                                   - 23 June         remain in the 
 YE Qing     373,692         373,692               2019              EBT 
 

Under the Plan the number of awardable shares can increase subject to both the continuous employment at the Company and the performance of the Company for the three-year period from the date of the initial award on 24 June 2009, subject to such award becoming unconditional 3 years following the date of grant.

Those PDMRs whose Ordinary Shares remain in the EBT will benefit from further enhancement subject to the Company's performance over the performance period, which in the case of these options runs from 24 June 2009 and 20 September 2014. There are two thresholds for Company performance - Good and Exceptional. The criteria for determining Good and Exceptional Company Performance were first set at the Company's Annual General Meeting on 25 June 2004 and re-confirmed on 24 June 2009

Again, there is no consideration for this additional award and all these additional shares are already in issue and are held in the EBT.

The following table details the individual Ordinary Share interest movements as a result of these decisions and events.

    (5)       Resulting interests in Ordinary Shares 

Following these decisions and taking into account the effects of the decisions taken which had become effective on 20 September 2014 each relevant Director/PDMR now has the following interest in Ordinary Shares in the Company:

 
               Number       Percentage   Number           Percentage   Total       Number       Total       Percentage 
                of Shares    of issued    of Shares        of issued   number       of Shares   number       of issued 
                held         class        vested           class       of           unvested    of           class 
                in the                    fully            held        unvested     and         unvested     held 
                Company                   and held         in EBT      Shares       held        Shares       in EBT 
                                          in the                       held in      in the      held in 
                                          EBT including                the EBT      EBT         the EBT 
                                          additional                   from         from 
                                          shares,                      previous     this 
                                          where                        awards       award 
                                          applicable 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 Director 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 TIAN Jun       2,954,639       0.114%                0           0%     578,634            0     578,634       0.022% 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 LI Ching      24,007,211       0.928%                0           0%   1,267,526            0   1,267,526       0.049% 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 PDMR 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 Paul KWONG             0           0%          653,714       0.025%     560,876            0     560,876       0.022% 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 GONG Min         564,694       0.022%        1,175,333       0.045%     537,423            0     537,423       0.021% 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 YE Qing          564,694       0.022%        1,408,877       0.054%     537,423            0     537,423       0.021% 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 Michael 
  JONES           353,834       0.014%                0           0%     979,175            0     979,175       0.038% 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 Bill MOK               0           0%                0           0%   1,077,397            0   1,077,397       0.042% 
------------  -----------  -----------  ---------------  -----------  ----------  -----------  ----------  ----------- 
 

Enquiries:

Fortune Oil PLC

Tian Jun, Acting Chief Executive Tel: 00 852 2583 3125 (Hong Kong)

   Bill Mok, Chief Financial Officer                                   Tel: 00852  2583 3120 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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