CAPRICORN ENERGY PLC

Share Issue/Capital Change • Mar 28, 2018

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RNS Number : 2212J

Cairn Energy PLC

28 March 2018

FOR IMMEDIATE RELEASE                                                                                               28 March 2018

CAIRN ENERGY PLC ("Cairn" or "the Company")

Interests of Directors / Persons Discharging Managerial Responsibility ("PDMRs")

in the Company's Shares

1.         Exercise of balance of 2014 Awards under the Company's Long Term Incentive Plan 2009 ("the 2009 LTIP")

Cairn announces that, on 27 March 2018, it received notices of exercise from the Executive Directors and PDMRs detailed below in relation to Awards over ordinary shares of 231/169 pence each ("Shares") that had originally been granted under the rules of the 2009 LTIP on 19 March 2014.

These exercises principally relate to the proportions of the above Awards that originally vested on 6 April 2017 but which were subject to a further holding period that expired on 22 March 2018.

A summary of the above events / transactions is as follows:

Executive Director / PDMR	Shares originally subject to Award	Total Shares that vested on 6 April 2017	Additional Shares in respect of which Award became exercisable on 22 March 2018	Shares acquired on 27 March 2018 pursuant to the exercise of Award
Simon Thomson, Chief Executive	959,794	871,643	435,822	435,822
James Smith, Chief Financial Officer	624,256	566,922	283,461	283,461
Paul Mayland, Chief Operating Officer	521,031	473,177	236,589	236,589
Brita Holstad, Regional Director, UK & Norway	275,761	250,434	125,217	125,217
Douglas Taylor, Deputy Finance Director	195,005	177,095	88,548	88,548
David Nisbet, Director, Corporate Affairs	221,819	201,446	100,723	141,446

The above Awards (which are in the form of "nil-cost" options) vested, in part, on 6 April 2017 following the expiry of the applicable three-year performance period.  The extent of such vesting reflected the fact that the Company's total shareholder return over that period was above the median ranking in the specified comparator group. 

Under the 2009 LTIP's rules, 50% of these vested Awards were immediately exercisable, with the balance becoming exercisable after a further holding period that expired on 22 March 2018 (subject to any dealing restrictions in place at that time). The exercise of the immediately exercisable portion of these Awards by the above individuals (other than David Nisbet) was previously announced by the Company on 7 April 2017 and 24 May 2017.  Mr Nisbet did not become a PDMR until June 2017 and only part exercised the immediately exercisable proportion of his Award.  Details of this exercise by Mr Nisbet were announced by the Company on 15 September 2017.

2.         Vesting and Exercise of 2015 Awards under the Company's 2009 LTIP

Cairn also announces that, on 27 March 2018, it received notices of exercise from the Executive Directors and PDMRs detailed below in relation to Awards over Shares that had originally been granted under the rules of the 2009 LTIP on 19 March 2015.

The above Awards (which are in the form of "nil-cost" options) vested, in part, on 26 March 2018 following the expiry of the applicable three-year performance period.  The extent of such vesting reflected the fact that the Company's total shareholder return over that period was above the median ranking in the specified comparator group. 

Under the 2009 LTIP's rules, 50% of these vested Awards became immediately exercisable on such vesting, with the balance normally becoming exercisable after a further holding period of one year.

A summary of the above events / transactions is as follows:

Executive Director / PDMR	Shares originally subject to Award	Total Shares that vested on 26 March 2018	Shares in respect of which Award became exercisable on 26 March 2018	Shares acquired on 27 March 2018 pursuant to the exercise of Award
Simon Thomson, Chief Executive	877,190	496,927	248,463	248,463
James Smith, Chief Financial Officer	570,529	323,204	161,602	161,602
Paul Mayland, Chief Operating Officer	476,188	269,760	134,880	134,880
Brita Holstad, Regional Director, UK & Norway	205,312	116,309	58,154	58,154
Douglas Taylor, Deputy Finance Director	178,222	100,962	50,481	50,481
David Nisbet, Director, Corporate Affairs	202,728	114,845	57,422	57,422

3.         Subsequent sale of Shares

Following the exercises summarised in sections 1 and 2 above, a total of 1,240,833 Shares that had been acquired by the individuals below were sold on their behalf at a price of £2.1015 per Share on 27 March 2018, substantially in order to fund the tax and national insurance liabilities arising on exercise.

Details of these sales are as follows:

Executive Director / PDMR	Number of Shares Sold on 27 March 2018
Simon Thomson	522,259
James Smith	209,599
Paul Mayland	174,941
Brita Holstad	88,196
Douglas Taylor	92,182
David Nisbet	153,656

4.         2018 Awards under the Company's Long Term Incentive Plan (2017) ("the 2017 LTIP")

Cairn also announces that the following Awards (in the form of "nil-cost" options) over its Shares were made today under the 2017 LTIP to the undernoted Executive Directors and PDMRs of the Company:-

Executive Director / PDMR	Number of Shares
Simon Thomson, Chief Executive	670,062
James Smith, Chief Financial Officer	435,812
Eric Hathon, Director of Exploration	359,003
Paul Mayland, Chief Operating Officer	374,681
Brita Holstad, Regional Director, UK & Norway	179,343
Richard Ember, Regional Director, International	154,328
Miles Warner, General Manager, Senegal	164,376
Douglas Taylor, Deputy Finance Director	138,862
David Nisbet, Director, Corporate Affairs	180,521

All Shares were awarded at £2.11 per Share, being the mid-market closing price of a Share on 27 March 2018. The vesting of the Awards (which, in the case of the Executive Directors, have been granted in accordance with the Company's directors' remuneration policy that was approved at the 2017 AGM) depends upon the extent to which specified performance conditions are met over a three year performance period.

5.         Summary of current holdings of Executive Directors / PDMRs

Following the above exercises, sales and awards, the Executive Directors' and PDMRs' beneficial interests in the Shares of the Company are as follows:

Executive Director / PDMR	Previous Shares	Current Shares	% Issued Share Capital	Outstanding entitlements under 2009 and 2017 LTIPs
Unvested Awards still subject to performance conditions	Vested but unexercised Awards*
Simon Thomson	1,013,563	1,175,589	0.200	2,169,181	248,464
James Smith	221,744	457,208	0.078	1,410,849	161,602
Eric Hathon	2,760	2,760	0.001	703,039	0**
Paul Mayland	321,625	518,153	0.088	1,212,947	134,880
Brita Holstad	62,608	157,783	0.027	555,042	58,155
Richard Ember	9,110	9,110	0.002	735,836	0**
Miles Warner	0	0	0	528,009	0**
Douglas Taylor	163,877	210,724	0.036	446,053	50,481
David Nisbet	36,063	81,275	0.014	551,575	57,423

* This column includes all outstanding Awards that have vested following the expiry of the applicable performance period, regardless of whether or not they are currently capable of being exercised under the rules of the applicable LTIP.

**The Awards included within this column for other individuals were originally made prior to the commencement of employment of Richard Ember, Miles Warner and Eric Hathon.

The following notifications are intended to satisfy the Company's obligations under Article 19(3) of EU Regulation No 596/2014 (the Market Abuse Regulation).

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Simon Thomson

2

Reason for the notification

a)

Position/status

Chief Executive

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cairn Energy PLC

b)

LEI

213800ZJEUQ8ZOC9AL24

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2014 and 19 March 2015.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	684,285

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Sale of Shares

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1015	522,259

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Award (in the form of a nil-cost option) of a right to acquire Shares in the Company pursuant to the 2017 LTIP.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	670,062

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

28 March 2018

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

James Smith

2

Reason for the notification

a)

Position/status

Chief Financial Officer

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cairn Energy PLC

b)

LEI

213800ZJEUQ8ZOC9AL24

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2014 and 19 March 2015.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	445,063

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Sale of Shares

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1015	209,599

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Award (in the form of a nil-cost option) of a right to acquire Shares in the Company pursuant to the 2017 LTIP.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	435,812

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

28 March 2018

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Paul Mayland

2

Reason for the notification

a)

Position/status

Chief Operating Officer

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cairn Energy PLC

b)

LEI

213800ZJEUQ8ZOC9AL24

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2014 and 19 March 2015.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	371,469

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Sale of Shares

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1015	174,941

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Award (in the form of a nil-cost option) of a right to acquire Shares in the Company pursuant to the 2017 LTIP.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	374,681

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

28 March 2018

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Brita Holstad

2

Reason for the notification

a)

Position/status

Regional Director, UK & Norway

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cairn Energy PLC

b)

LEI

213800ZJEUQ8ZOC9AL24

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2014 and 19 March 2015.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	183,371

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Sale of Shares

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1015	88,196

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Award (in the form of a nil-cost option) of a right to acquire Shares in the Company pursuant to the 2017 LTIP.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	179,343

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

28 March 2018

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Douglas Taylor

2

Reason for the notification

a)

Position/status

Deputy Finance Director

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cairn Energy PLC

b)

LEI

213800ZJEUQ8ZOC9AL24

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2014 and 19 March 2015.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	139,029

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Sale of Shares

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1015	92,182

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Award (in the form of a nil-cost option) of a right to acquire Shares in the Company pursuant to the 2017 LTIP.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	138,862

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

28 March 2018

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

David Nisbet

2

Reason for the notification

a)

Position/status

Director, Corporate Affairs

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cairn Energy PLC

b)

LEI

213800ZJEUQ8ZOC9AL24

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Exercise of awards (in the form of nil-cost options) originally granted under the 2009 LTIP on 19 March 2014 and 19 March 2015.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	198,868

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Sale of Shares

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1015	153,656

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

27 March 2018

f)

Place of the transaction

London Stock Exchange

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Award (in the form of a nil-cost option) of a right to acquire Shares in the Company pursuant to the 2017 LTIP.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	180,521

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

28 March 2018

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Eric Hathon

2

Reason for the notification

a)

Position/status

Director of Exploration

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cairn Energy PLC

b)

LEI

213800ZJEUQ8ZOC9AL24

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Award (in the form of a nil-cost option) of a right to acquire Shares in the Company pursuant to the 2017 LTIP.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	359,003

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

28 March 2018

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Richard Ember

2

Reason for the notification

a)

Position/status

Regional Director, International

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cairn Energy PLC

b)

LEI

213800ZJEUQ8ZOC9AL24

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Award (in the form of a nil-cost option) of a right to acquire Shares in the Company pursuant to the 2017 LTIP.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	154,328

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

28 March 2018

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Miles Warner

2

Reason for the notification

a)

Position/status

General Manager, Senegal

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cairn Energy PLC

b)

LEI

213800ZJEUQ8ZOC9AL24

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 instrument

Ordinary shares of 231/169 pence each ("Shares")

Identification code

GB00B74CDH82

b)

Nature of the transaction

Award (in the form of a nil-cost option) of a right to acquire Shares in the Company pursuant to the 2017 LTIP.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£0	164,376

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

28 March 2018

f)

Place of the transaction

London Stock Exchange

This information is provided by RNS

The company news service from the London Stock Exchange

END

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