Share Options to Incentivise Long Term Performance
17 March 2022
IOG plc
Grant of Share Options to Incentivise Long-Term Performance
IOG plc ("IOG", or "the Company"), (AIM: IOG.L), the Net Zero UK gas and infrastructure operator focused on high return projects, announces that, under its Company Share Option Plan, it has today granted options over, in aggregate, 4,700,614 1p Ordinary Shares in the Company ("Ordinary Shares") to its executive directors, senior management and all employees to incentivise long-term performance (the "LTIP Options"). Following staff departures, the total net new LTIP issuance is 268,917 options as 4,431,697 previously awarded LTIP options have been or will be cancelled.
The new LTIP Options, which are set out in the tables below, are intended to reward long term performance, across all levels of the Company, that delivers value for all shareholders. Vesting occurs 3 years from award and is subject to the following basket of performance conditions:
- 40% upon achievement of a compound annual Total Shareholder Return ("TSR") of 12.5% over the three-year LTIP period
- Up to 20% calibrated against relative TSR against a basket of peer group companies over the three-year LTIP period, with the full 20% vesting only in the event of first quartile performance
- 25% on achieving first gas from both Southwark and Nailsworth plus FDP approval on a further asset
- 15% on meeting emissions targets over the three-year LTIP period.
Subject to vesting, the new LTIP Options are exercisable for up to ten years from the date of grant and will lapse if not exercised by such date. As with all previous LTIP awards, they will lapse if the relevant employee chooses to leave the Company.
The aggregate total of 4,700,614 new LTIP Options represents 0.90% of the total issued Ordinary Shares and 0.73% on a fully diluted basis. However, adjusting for the options that have been or will be cancelled due to staff departures this represents 0.06% of the total issued Ordinary Shares.
Executive Directors
The following new LTIP Options have been granted to Executive Directors of the Company:
| Name | Position | Number of New Options Granted | Exercise Price per Ordinary Share (pence) | Exercise Period | Total LTIP Options Held Following This Grant |
| Andrew Hockey | CEO | 1,198,432 | 1p | 10 years | 8,969,008 |
| Rupert Newall | CFO | 907,903 | 1p | 10 years | 5,570,461 |
Senior Management and Employees
The following new LTIP Options have been granted to Senior Management and Employees:
| Name | Position | Number of New Options Granted | Exercise Price per Ordinary Share (pence) | ExercisePeriod | Total LTIP Options Held Following This Grant |
| David Gibson | COO | 446,688 | 1p | 10 years | 1,140,710 |
| Robin Storey | General Counsel | 290,529 | 1p | 10 years | 1,812,305 |
| James Chance | Head of Capital Markets & ESG | 268,740 | 1p | 10 years | 4,544,403 |
| Other Employees | Various | 1,588,322 | 1p | 10 years | 6,832,863 |
The LTIP Options are distinct from those previously issued in lieu of salaries or fees due in given periods ("Salary Sacrifice Options"), which were set by the VWAP of 1p Ordinary Shares over the relevant period of salary sacrifice, have a five-year term and are not linked to performance. The Company no longer issues any Salary Sacrifice Options.
Fiona MacAulay, Chair of IOG, commented:
"The Company's Share Option Plan is designed to incentivise our employees at all levels across the organisation to work effectively together towards key targets that will deliver material value for shareholders. The performance conditions include material share price appreciation on both an absolute basis and relative to our industry peer group, the major operational milestones of Phase 1, Phase 2 and FDP approval, and meeting independently assessed emissions targets, which form an important part of our ESG credentials. This year the increase in the number of LTIP options in issue will be minimal owing to the cancellation of a number of previously issued awards."
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.
Enquiries:
| IOG plc Andrew Hockey (CEO) Rupert Newall (CFO) James Chance (Head of Capital Markets & ESG) |
+44 (0) 20 7036 1400 |
| finnCap Ltd Christopher Raggett / Simon Hicks |
+44 (0) 20 7220 0500 |
| Peel Hunt LLP Richard Crichton / David McKeown |
+44 (0) 20 7418 8900 |
Vigo Consulting Patrick d'Ancona / Chris McMahon / Oliver Clark |
+44 (0) 20 7390 0230 |
Person Discharging Managerial Responsibilities ("PDMR") Notification Forms
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Andrew Hockey | |
| 2. | Reason for the notification | ||
| (a) | Position/status | CEO | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | IOG plc | |
| (b) | LEI | 2138005OA2NLZS2NRT74 | |
| 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 | IOG plc Ordinary Shares of 1p each | |
| (b) | Identification code of the Financial Instrument | ISIN: GB00BF49WF64 | |
| (c) | Nature of the transaction | Grant of Options over ordinary shares of 1 pence each in the Company | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 1p | 1,198,432 | ||
| (e) | Aggregated information - Aggregated volume - Price |
n/a | |
| (f) | Date of the transaction | 17 March 2022 | |
| (g) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Rupert Newall | |
| 2. | Reason for the notification | ||
| (a) | Position/status | CFO | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | IOG plc | |
| (b) | LEI | 2138005OA2NLZS2NRT74 | |
| 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 | IOG plc Ordinary Shares of 1p each | |
| (b) | Identification code of the Financial Instrument | ISIN: GB00BF49WF64 | |
| (c) | Nature of the transaction | Grant of Options over ordinary shares of 1 pence each in the Company | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 1p | 907,903 | ||
| (e) | Aggregated information - Aggregated volume - Price |
n/a | |
| (f) | Date of the transaction | 17 March 2022 | |
| (g) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | David Gibson | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Coo | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | IOG plc | |
| (b) | LEI | 2138005OA2NLZS2NRT74 | |
| 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 | IOG plc Ordinary Shares of 1p each | |
| (b) | Identification code of the Financial Instrument | ISIN: GB00BF49WF64 | |
| (c) | Nature of the transaction | Grant of Options over ordinary shares of 1 pence each in the Company | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 1p | 446,688 | ||
| (e) | Aggregated information - Aggregated volume - Price |
n/a | |
| (f) | Date of the transaction | 17 March 2022 | |
| (g) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | James Chance | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Head of Capital Markets and ESG | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | IOG plc | |
| (b) | LEI | 2138005OA2NLZS2NRT74 | |
| 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 | IOG plc Ordinary Shares of 1p each | |
| (b) | Identification code of the Financial Instrument | ISIN: GB00BF49WF64 | |
| (c) | Nature of the transaction | Grant of Options over ordinary shares of 1 pence each in the Company | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 1p | 268,740 | ||
| (e) | Aggregated information - Aggregated volume - Price |
n/a | |
| (f) | Date of the transaction | 17 March 2022 | |
| (g) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Robin Storey | |
| 2. | Reason for the notification | ||
| (a) | Position/status | General Counsel | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | IOG plc | |
| (b) | LEI | 2138005OA2NLZS2NRT74 | |
| 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 | IOG plc Ordinary Shares of 1p each | |
| (b) | Identification code of the Financial Instrument | ISIN: GB00BF49WF64 | |
| (c) | Nature of the transaction | Grant of Options over ordinary shares of 1 pence each in the Company | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 1p | 290,529 | ||
| (e) | Aggregated information - Aggregated volume - Price |
n/a | |
| (f) | Date of the transaction | 17 March 2022 | |
| (g) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | |
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