PROVIDENCE RES. Providence Resources P.L.C.Alteration To 2009 Share Option Scheme, Long Term Incentive Plan & Grant Of Options
August 09 2016 - 6:20AM
UK Regulatory
TIDMPVR
PROVIDENCE RESOURCES P.l.c.
ALTERATION TO CERTAIN TERMS OF THE 2009 SHARE OPTION SCHEME
TO FACILITATE THE IMPLEMENTATION OF LONG TERM INCENTIVE PLAN
AND THE GRANT OF OPTIONS TO DIRECTORS
Dublin and London - August 9, 2016 - Providence Resources P.l.c. (PVR LN,
PRP ID), the Irish based Oil and Gas Exploration Company, announces that
it has implemented a long term incentive plan (the "2016 LTIP Scheme")
for directors following alterations to certain provisions of the 2009
Share Option Scheme (the "2009 Scheme"). Accordingly, the Company has
granted options over 22.6 million ordinary shares of EUR0.10 each in the
Company ("Ordinary Shares") with a strike price set at EUR0.45 per
Ordinary Share, which represents a premium of nearly 4 times the current
market price.
Background
In 2009, the Company adopted the 2009 Scheme which provided for the
award of options over Ordinary Shares up to a maximum of 5% of the
issued share capital of the Company. Under the 2009 Scheme, which is a
ten year scheme, the exercise period for any options granted is seven
years. The 2009 Scheme set out certain share growth performance
criteria with the base price against which such criteria is assessed
being established from the closing market price of the Ordinary Shares
on the date preceding the date of grant.
The 2009 Scheme operates as an equity-settled share option scheme and
options can be granted subject to the following conditions (which can be
varied at the Company's sole discretion):
1. 50% of the total number of options granted are exercisable after one year
from the date of grant, provided that the market price of the Ordinary
Shares has increased by a minimum of 25% and that such an increase is
maintained over a period of three months prior to the exercise of any
option;
2. The remaining 50% of the total number of option granted are exercisable
after a further year has elapsed, provided that the market price of the
Ordinary Shares has increased by a minimum of 50% and that such an
increase is maintained over a period of three months prior to the
exercise of any option.
2016 LTIP Scheme
Following the successful capital restructuring of the business in July
2016, and in line with the Company's strategy to put in place an
appropriate long term incentive plan, the Company has altered certain
provisions of the 2009 Scheme to facilitate the implementation of the
2016 LTIP Scheme. The alterations provide for a fixed exercise price
significantly above the current market price and a reduction to the
period of time during which options can be exercised.
The applicable alterations are as follows:
Option Price
1. 50% of the total number of options granted are exercisable after one year
from the date of grant provided that the market price of the Ordinary
Shares exceeds a price of EUR0.45 per Ordinary Share;
2. The remaining 50% of the total number of options granted are exercisable
after a further year has elapsed, provided that the market price of the
Ordinary Shares exceeds a price of EUR0.45 per Ordinary Share.
Period for Exercise of Option
No options shall be exercisable more than three years after the grant
date and all options which have not been exercised by that date shall
lapse.
For the avoidance of doubt, the above alterations made to the strike
price and duration only relate to options being granted under the 2016
LTIP Scheme. All other options granted or capable of being granted are
subject to the original provisions of the 2009 Scheme.
Grant of Options under 2016 LTIP Scheme
Having introduced the 2016 LTIP Scheme on the terms set out above, the
Company has granted 22.6 million options (the "Options") to the
Directors with effect from August 8, 2016:
Number of Options Strike Price
Director Position Granted (EUR cents)
Tony O'Reilly Chief Executive Officer 12,000,000 45.0
John O'Sullivan Technical Director 9,000,000 45.0
James McCarthy Non-Executive Chairman 400,000 45.0
Lex Gamble Non-Executive Director 400,000 45.0
Philip O'Quigley Non-Executive Director 400,000 45.0
Phil Nolan Non-Executive Director 400,000 45.0
The following specific terms and conditions apply to the Options:
1. 11.3 million Options are exercisable on or after August 8, 2017, provided
that the market price of the Ordinary Shares exceeds EUR0.45 per Ordinary
Share;
2. 11.3 million Options are exercisable on or after August 8, 2018,
provided that the market price of the Ordinary Shares exceeds EUR0.45
per Ordinary Share; and
3. The Options must be exercised prior to or on August 8, 2019.
The number of Options being granted represents c. 3.7% of the issued
ordinary share capital of the Company.
The grant of Options to the non-executive directors above reflects their
agreement to forego director's fees earlier in 2016. In aggregate, a
total of 640,000 options previously issued to the Directors under the
2009 Scheme have been relinquished.
As of August 8, 2016, the Directors' interest in the issued share
capital of the Company is as follows:
Number of Ordinary % of Issued Number of Options
Director Shares Held Share Capital Granted
Tony O'Reilly 500,011 0.08% 12,000,000
John O'Sullivan 226,154 0.04% 9,000,000
James McCarthy 203,300 0.03% 400,000
Lex Gamble 400,000 0.07% 400,000
Philip O'Quigley 167,531 0.03% 400,000
Phil Nolan 1,045,186 0.17% 400,000
INVESTOR ENQUIRIES
Providence Resources P.l.c. Tel: +353 1 219 4074
Tony O'Reilly, Chief Executive Officer
Cenkos Securities plc Tel: +44 131 220 9771
Neil McDonald/Derrick Lee
J&E Davy Tel: +353 1 679 6363
Anthony Farrell
MEDIA ENQUIRIES
Powerscourt Tel: +44 207 250 1446
Lisa Kavanagh/Peter Ogden
Murray Consultants Tel: +353 1 498 0300
Pauline McAlester
ABOUT PROVIDENCE RESOURCES
Providence Resources is an Irish based Oil and Gas Exploration Company
with a portfolio of appraisal and exploration assets located offshore
Ireland. Providence's shares are quoted on AIM in London and the ESM in
Dublin.
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Providence Resources plc via Globenewswire
HUG#2034029
http://www.providenceresources.com/html/
(END) Dow Jones Newswires
August 09, 2016 06:20 ET (10:20 GMT)
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