CAPRICORN ENERGY PLC

Director's Dealing • Apr 1, 2021

National Storage Mechanism | Additional information

RNS Number : 2144U

Cairn Energy PLC

01 April 2021

FOR IMMEDIATE RELEASE                                                                                                  1 April 2021

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

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

in the Company's Shares

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

Cairn announces that, on 31 March 2021, the remuneration committee of its board of directors (the "Remuneration Committee") completed its assessment of the performance conditions governing the Awards (which are in the form of "nil-cost" options) over its ordinary shares of 21/13 pence each ("Shares") that had originally been granted to the Executive Directors and PDMRs detailed below under the 2017 LTIP on 28 March 2018.

The above assessment concluded that, over the applicable three-year performance period, the Company's total shareholder return was between the median and upper quartile rankings in the specified comparator group. As a consequence, the "Core Element" of each of these Awards has now vested in respect of approximately 84.6% of the Shares over which it was originally granted, but will not be capable of being exercised until the expiry of a specified holding period (details of which are set out below).  For the avoidance of doubt, the balance of each Award's Core Element, and the whole of the additional "Kicker Element", lapsed on completion of the Remuneration Committee's assessment.

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

Executive Director / PDMR	Shares originally subject to Award*	Total Shares that vested on 31 March 2021	Total Shares that lapsed on 31 March 2021	Vested Shares subject to a two-year holding period (expiring on 31 March 2023) **
Simon Thomson, Chief Executive	670,062	453,472	216,590	453,472
James Smith, Chief Financial Officer	435,812	294,941	140,871	294,941
Eric Hathon, Director of Exploration	359,003	242,959	116,044	242,959
Paul Mayland, Chief Operating Officer	374,681	253,569	121,112	253,569

* This column sets out the aggregate number of Shares originally subject to each individual's Award.  Approximately 80% of this total represents the "Core Element" of the Award with the balance of 20% being its "Kicker Element".

** Under the 2017 LTIP's rules, the Remuneration Committee has the ability to specify a post-vesting "holding period" during which awards cannot be exercised.  In the case of those individuals noted in the above table, a two-year holding period was applied to the whole of their Awards (i.e. both the Core and Kicker Elements). 

Additional information in relation to the structure of the 2017 LTIP and the performance conditions applicable to the above Awards can be found in the Directors' Remuneration Report section of the Company's most recent Annual Report (the "DRR").

Finally, it should be noted that any Shares that are ultimately acquired by the Company's Executive Directors on the exercise of these Awards (other than those sold in order to satisfy the resulting tax liabilities) will constitute "relevant shares" for the purposes of Cairn's post-employment shareholding requirement and will, therefore, normally require to be held for a period of two years following cessation of the individual's employment. Further details of this policy are contained in the DRR.

2.         Summary of current holdings of Executive Directors / PDMRs

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

Executive Director / PDMR	Current Shares	% Issued Share Capital	Outstanding entitlements under 2017 LTIP
Unvested Awards still subject to performance conditions	Vested but unexercised Awards*
Simon Thomson	1,145,089	0.229	2,569,262	629,600
James Smith	465,928	0.093	1,671,063	409,496
Eric Hathon	42,266	0.008	1,376,551	337,324
Paul Mayland	546,234	0.109	1,427,817	352,055

* 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 2017 LTIP.

Given that the Awards referred to in this announcement take the form of "nil-cost" options (which have not yet been exercised), their vesting does not, of itself, constitute a transaction conducted on the relevant individuals' account relating to Shares for the purposes of under Article 19(3) of EU Regulation No 596/2014 (the Market Abuse Regulation).

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