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Conversion of Salaries and Fees into Share Options and Long Term Incentive Plans

Independent Oil and Gas plc (“IOG” or “the Company"), (AIM: IOG.L), the development and production focused oil and gas company, announces that certain Directors and other past and present members of the IOG management and technical teams have accepted all or part of their salaries and fees in options over Ordinary Shares in the Company (“Options”) in the last six months.  In addition, certain Directors and members of the IOG management team have been awarded options over Ordinary Shares in the Company pursuant to the Company’s Long-Term Incentive Plan (“LTIP”) policy.
 
Salary/Fee Sacrifice Options

As further detailed in the table below, such personnel have accepted 1p Options in lieu of salaries or fees due between 1 September 2017 and 28 February 2018.

All these Options have a five-year term from 1 March 2018 and are issued by reference to the volume weighted average price per Ordinary Share (“VWAP”) over the period to which they relate.  The VWAP over the period from 1 September 2017 to 28 February 2018 was calculated to be 20.94p.  Where services have been provided for only part of that 6-month period the VWAP has been adjusted accordingly.

The conversion of salaries and fees into Options is consistent with previous salary and fee sacrifice transactions.  A total of 483,166 new Options have been issued for this period, each with an exercise price of 1p each, representing 0.40% per cent of the Company’s current issued share capital.

Long Term Incentive Plans

Further to the LTIP policy adopted by the Company at the time of AIM admission in 2013, the Company has today awarded LTIP options to Andrew Hockey, CEO and James Chance, CFO to incentivise them to deliver growth in the IOG share price over the next three years.  Apart from the target exercise prices, the Performance Conditions which must be satisfied before the options may be exercised are that the option holders must deliver, measure, control and manage, at all times, a health and safety statement and policy, an environmental management statement and policy and a proactive, Group-wide health, safety and environment focused culture.  The number of options granted by date, the target exercise prices, the expiry dates and the approximate premiums to the closing IOG share price on 28 February 2018 are detailed below.

Andrew Hockey, CEO
  Number of Shares under Option Date of Grant Exercise Price Premium to closing price on 28 February 2018 Expiry date of Service Period Expiry date of Option Period
1 1,600,000 1 March 2018 £0.20 22% 1 March 2021 1 March 2028
2 1,600,000 1 March 2019 £0.24 47% 1 March 2022 1 March 2029
3 1,600,000 1 March 2020 £0.30 83% 1 March 2023 1 March 2030
 

 
James Chance, CFO
  Number of Shares under Option Date of Grant Exercise Price Premium to closing price on 28 February 2018 Expiry date of Service Period Expiry date of Option Period
1 1,000,000 1 March 2018 £0.20 22% 1 March 2021 1 March 2028
2 1,000,000 1 March 2019 £0.24 47% 1 March 2022 1 March 2029
3 1,000,000 1 March 2020 £0.30 83% 1 March 2023 1 March 2030


A total of 2,600,000 new LTIP Options have been issued today, with an exercise price of 20p each which represents 2.16% per cent of the Company’s current issued share capital.

A total of 7,800,000 new LTIP Options are to be awarded over the next three years which represents 6.49% per cent of the Company’s current issued share capital.
 
Mark Routh, Chairman of IOG commented:

I am pleased to incentivise key members of IOG’s management team to ensure that they reside over a proactive Group-wide health, safety and environment focused culture and deliver share price growth for all our shareholders and stakeholders over the coming years.

 
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
 
Enquiries:
Independent Oil and Gas plc
Andrew Hockey (CEO)
James Chance (CFO)
+44 (0) 20 3879 0510
finnCap Ltd
Christopher Raggett/ Anthony Adams (Corporate Finance)
+44 (0) 20 7220 0500
Camarco
Georgia Edmonds/Tom Huddart
+44 (0) 20 3757 4980
 

Notes:
Salaries and Fees Converted into 1p Options
For the period 1 September 2017 to 28 February 2018 the partial Salaries/Fees sacrificed by the Company directors named below and other members of the IOG management and technical teams were converted into 1p options, date of grant 1 March 2018, final exercise date of 1 March 2023 at the following VWAP reference prices:
 
Name Number of Ordinary Shares under option VWAP Reference price (pence) Exercise price (pence) Salary/Fee Sacrifice Period
Mark Routh* 112,791 20.94p 1p 01-Sep-17 – 28-Feb-18
Andrew Hockey* 102,537 20.94p 1p 01-Sep-17 – 28-Feb-18
James Chance 85,448 20.94p 1p 01-Sep-17 – 28-Feb-18
Andrew Hay 35,819 20.09p 1p 01-Sep-17 – 13-Feb-18
Martin Ruscoe* 34,179 20.94p 1p 01-Sep-17 – 28-Feb-18
Charles Hendry* 34,179 20.94p 1p 01-Sep-17 – 28-Feb-18
Others 78,213 20.94p 1p 01-Sep-17 – 28-Feb-18
Total 483,166  

* Directors
 
Note:  Where services have been provided for only part of a 6-month period the VWAP has been adjusted accordingly as above.
 
Option Details for any Person Discharging Managerial Responsibilities (“PDMR”)
 
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Mark Routh
2. Reason for the Notification
a) Position/status Chief Executive Officer / Chairman
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Independent Oil and Gas 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, type of instrument The grant of Options over Ordinary Shares
Identification code GB00BF49WF64
b) Nature of the transaction Grant of Options over Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
1p 112,791
d) Aggregated information:
  • Aggregated volume
  • Price
n/a
e) Date of the transaction 1 March 2018
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
 
 
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Andrew Hockey
2. Reason for the Notification
a) Position/status Deputy Chief Executive Officer/ Chief Executive Officer
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Independent Oil and Gas 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, type of instrument The grant of Options over Ordinary Shares
Identification code GB00BF49WF64
b) Nature of the transaction Grant of Options over Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
1p 102,537
d) Aggregated information:
  • Aggregated volume
  • Price
n/a
e) Date of the transaction 1 March 2018
f) 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 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 Independent Oil and Gas 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, type of instrument The grant of Options over Ordinary Shares
Identification code GB00BF49WF64
b) Nature of the transaction Grant of Options over Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
1p 85,448
d) Aggregated information:
  • Aggregated volume
  • Price
n/a
e) Date of the transaction 1 March 2018
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
 

 
 
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Martin Ruscoe
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Independent Oil and Gas 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, type of instrument The grant of Options over Ordinary Shares
Identification code GB00BF49WF64
b) Nature of the transaction Grant of Options over Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
1p 34,179
d) Aggregated information:
  • Aggregated volume
  • Price
n/a
e) Date of the transaction 1 March 2018
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
 
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Charles Hendry
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Independent Oil and Gas 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, type of instrument The grant of Options over Ordinary Shares
Identification code GB00BF49WF64
b) Nature of the transaction Grant of Options over Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
1p 34,179
d) Aggregated information:
  • Aggregated volume
  • Price
n/a
e) Date of the transaction 1 March 2018
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
 
 

 
PDMR Options granted under the Company’s Long-Term Incentive Plans
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Andrew Hockey
2. Reason for the Notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Independent Oil and Gas 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, type of instrument The grant of Options over Ordinary Shares
Identification code GB00BF49WF64
b) Nature of the transaction Grant of Options over Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
20p-30p 4,800,000
d) Aggregated information:
  • Aggregated volume
  • Price
n/a
e) Date of the transaction 1 March 2018
f) 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 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 Independent Oil and Gas 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, type of instrument The grant of Options over Ordinary Shares
Identification code GB00BF49WF64
b) Nature of the transaction Grant of Options over Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
20p-30p 3,000,000
d) Aggregated information:
  • Aggregated volume
  • Price
n/a
e) Date of the transaction 1 March 2018
f) Place of the transaction London Stock Exchange, AIM Market (XLON)