TIDMSDX
RNS Number : 6976M
SDX Energy Inc.
01 August 2017
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
SDX TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). ON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"),
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
1 August 2017
SDX ENERGY INC.
("SDX" or the "Company")
Grant of awards under a new long term incentive plan ("LTIP") to
the Executive Directors and certain other key employees of the
Company
SDX Energy Inc. (TSXV, AIM: SDX), the North Africa focused oil
and gas company, announces that on 31 July the Company issued
awards under its long term incentive plan ("LTIP" or the "Plan") to
its Executive Directors and certain other key employees.
SDX sought third party advice and used PriceWaterhouseCoopers
and, in respect of Canadian legal matters, Borden Ladner Gervais
LLP to advise on the new LTIP scheme. It is important to note that
stretching strategic, operational, financial and shareholder return
performance criteria must be met for the options to vest. The
Company recognizes the need to ensure that Executive Directors and
key employees from its operational, commercial, technical and
financial divisions, who are critical to executing SDX's strategy
over the next phase of its development, are retained and
incentivized to generate long term value for shareholders.
Furthermore, the Board believes that the three year vesting period
and the requirement for a further two year holding period for
Executive Directors, will act as strong retention factors.
As a result, in relation to its Executive Directors, the Company
announces the following grants under the LTIP ("LTIP Awards") over
the Company's common shares as shown in column 3 of the table
below. These grants equate to 100% of each of the Executive
Directors' salaries on 31 July 2017.
The number of shares subject to the LTIP Awards has been
determined by reference to the mid-market price of a share on 28
July 2017 (GBP0.45 pence per share). In order to optimize the
post-tax value of the LTIP for participants, the Company has
granted market value options as defined under UK tax legislation
("CSOP Options") to the Executive Directors, over the number of
Shares as shown in column 4 of the table below. The exercise price
of each CSOP Option is GBP0.45 pence per share, being the closing
mid-market price of a share on 28 July 2017.
1. Name 2.Status 3. Number of 4. Number
common shares of common
subject to LTIP shares
Award (1) subject
to CSOP
Option
(1)
-------------- ---------- ----------------- ----------
Paul Welch Director 770,500 66,666
-------------- ---------- ----------------- ----------
Mark Reid Director 555,555 66,666
-------------- ---------- ----------------- ----------
1) The number of shares that can be exercised under each LTIP
Award in column 3 will be reduced by the number of shares equating
to the market value (at date of exercise of the linked CSOP Option)
of any gain made on the exercise of the CSOP Option in column 4.
This means the exercise of the CSOP option has no impact on a
participant's pre-tax economic position but it improves the
post-tax economic position.
The LTIP Awards and CSOP Options granted under the Plan take the
form of a base award over the number of common shares specified
above. These awards will normally vest on the third anniversary of
the date of grant of the awards, subject to meeting certain
strategic, operational, financial and shareholder return
performance criteria and the continued employment of the
participant. The awards for the Executive Directors are subject to
a further 2 year holding period from the date of vesting with
clawback provisions contained in the rules of the Plan which can be
applied to awards made to all participants.
The above number of common shares granted to Executive
Directors, over which the LTIP Awards and CSOP Options may vest,
can be increased by a multiple of up to one times depending on the
level of share price growth over the three year period from date of
grant. The potential level of increased share awards is calculated
as follows;
-- If the share price growth in the three year period is less
than 11% pa, there will be no increase in the base award number of
shares set out above; and
-- If the share price growth in the three year period is between
a range of 11% pa and 20% pa, the additional number of shares which
vest will increase proportionately within this range up to a cap of
a multiple of one times the base award number of shares. This cap
will be triggered at share price growth of 20% pa or more.
For the avoidance of doubt, the maximum number of shares which
can vest for the CEO and CFO respectively is 1,541,000 and
1,111,111 respectively.
Based upon the grant at 31 July 2017, the maximum potential
number of common shares that can vest to the Executive Directors
and other selected employees under the LTIP was in aggregate
3,390,815.
The LTIP will be presented to the Company's shareholders for
approval at the next annual general meeting of shareholders. The
number of ordinary shares that may be issued or reserved for
issuance under the awards granted pursuant to the LTIP, together
with all common shares which may be issued under options granted
pursuant to the Company's stock option plan, may not exceed 10% of
the Company's issued and outstanding common shares at the time of
grant. No ordinary shares of the Company will be issued pursuant to
awards granted under the LTIP until such time as such shareholder
approval is received.
About SDX
SDX is an international oil and gas exploration, production and
development company, headquartered in London, England, UK, with a
principal focus on North Africa. In Egypt, SDX has a working
interest in two producing assets (50% North West Gemsa & 50%
Meseda) located onshore in the Eastern Desert, adjacent to the Gulf
of Suez. It also has a 55% operated working interest in the South
Disouq concession, located in the Nile Delta, where a gas discovery
was made by the SD-1X well in 2017. In Morocco, SDX has a 75%
working interest in the Sebou concession situated in the Rharb
Basin. These producing assets are characterised by exceptionally
low operating costs making them particularly resilient in a low oil
price environment. SDX's portfolio also includes high impact
exploration opportunities in both Egypt and Morocco.
For further information, please see the website of the Company
at www.sdxenergy.com or the Company's filed documents at
www.sedar.com.
For further information:
SDX Energy Inc.
Paul Welch
President and Chief Mark Reid
Executive Officer Chief Financial Officer
Tel: +44 203 219 5640 Tel: +44 203 219 5640
Cantor Fitzgerald Europe (Nominated Adviser
& Joint Broker)
Sarah Wharry
Tel: +44 207 7894 7000
GMP FirstEnergy (Joint Broker)
Jonathan Wright/David van Erp
Tel: +44 207 448 0200
Celicourt (PR)
Mark Antelme/Joanna Boon/Jimmy Lea
Tel: +44 207 520 9260
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as such term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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