CAPRICORN ENERGY PLC

Remuneration Information • Jul 28, 2020

National Storage Mechanism | Additional information

RNS Number : 2263U

Cairn Energy PLC

28 July 2020

FOR IMMEDIATE RELEASE                                                                                                 28 July 2020

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

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

in the Company's Shares

1.         Grant of 2020 Awards at a reduced level under the Company's Long Term Incentive Plan (2017)

Cairn announces that, following the approval by shareholders of the Company's new directors' remuneration policy at its 14 May 2020 AGM (the "New Remuneration Policy"), it has today, 28 July 2020, granted Awards (in the form of "nil-cost" options) over its ordinary shares of 231/169 pence each ("Shares") to Executive Directors and PDMRs of the Company under its 2017 Long Term Incentive Plan (the "2017 LTIP").

Cairn's remuneration committee (the "Committee") recognises that these Awards have been made during a period of significant market uncertainty due to the COVID-19 crisis and at a time when, along with many other listed companies, Cairn has experienced a material fall in its share price (when compared to the "pre-COVID" level).  The New Remuneration Policy makes it clear that any such share price movement should be considered by the Committee at the time any grants under the 2017 LTIP are being formulated, principally to mitigate against the risk of participants realising a "windfall" gain on their subsequent vesting.

In light of the above, the Committee can confirm that a 20% reduction was applied to the number of Shares over which each individual's Award would otherwise have been granted if Cairn's standard approach had been adopted on this occasion.  This decision, which has been applied consistently to all participants in the 2017 LTIP (and also to recipients of grants under the Company's discretionary share plan for its wider employee population), was reached by the Committee after taking appropriate advice from its independent advisors.

Details of the Awards granted to the Executive Directors and PDMRs are as follows:

Executive Director / PDMR	Number of Shares
Simon Thomson, Chief Executive	886,847
James Smith, Chief Financial Officer	576,811
Eric Hathon, Director of Exploration	475,152
Paul Mayland, Chief Operating Officer	495,901
Richard Ember, Regional Director, International	204,257
Miles Warner, Director of Government Relations	217,556
Douglas Taylor, Deputy Finance Director	190,995
David Nisbet, Director, Corporate Affairs	238,924

All Shares were awarded at £1.323 per Share, being the mid-market closing price of a Share on 27 July 2020. The vesting of the Awards (which, in the case of the Executive Directors, have been granted in accordance with the Company's New Remuneration Policy) depends upon the extent to which specified performance conditions are met over a three-year performance period.  Following any such vesting, Awards will be subject to a further "holding period" during which they cannot be exercised; in the case of the Executive Directors, the Director of Exploration and the Chief Operating Officer, this period will not expire until the second anniversary of the vesting date. 

It should also be noted that the New Remuneration Policy gives the Committee a broad discretion to reduce the vesting levels that arise from the formulaic operation of the performance conditions applicable to the above Awards where it is deemed appropriate to do so.  The Committee can confirm that the question of windfall gains is one factor that will be considered at the relevant time.

Finally, 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 new post-employment shareholding requirement.  This requires the individuals to build up and maintain a holding of Shares, worth 200% of salary, for the period of two years following cessation of employment.

2.         Summary of current holdings of Executive Directors / PDMRs

Following the grant of the above Awards, 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	1,345,922	0.228%	2,416,842	176,128
James Smith	550,644	0.093%	1,571,928	114,555
Eric Hathon	47,323	0.008%	1,294,887	94,365
Paul Mayland	638,253	0.108%	1,351,433	98,486
Richard Ember	91,262	0.015%	556,644	40,267
Miles Warner	15,000	0.003%	588,749	42,889
Douglas Taylor	240,784	0.041%	508,067	36,232
David Nisbet	112,623	0.019%	651,118	47,101

* 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.

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

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	886,847

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

2020-07-28

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

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	576,811

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

2020-07-28

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	475,152

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

2020-07-28

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

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	495,901

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

2020-07-28

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	204,257

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

2020-07-28

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

Director of Government Relations

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	217,556

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

2020-07-28

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

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	190,995

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

2020-07-28

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

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	238,924

d)

Aggregated information

-   Aggregated volume

-   Price

Not applicable

e)

Date of the transaction

2020-07-28

f)

Place of the transaction

London Stock Exchange

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