2 October 2024
Petrofac Limited (the ‘Company’)
Notification of Transactions by
Persons Discharging Managerial Responsibilities
Pursuant to the Company’s obligations under Market Abuse Regulation 19, the Company hereby makes the following notifications in respect of its Directors and the vesting of awards of ordinary shares of US$0.02 each in the Company (the ‘Shares’) granted to the Directors under the Petrofac Performance Share Plan (‘PSP’) in 2021 and the Deferred Bonus Plan (DBP) in 2022 and 2023. The vestings took place on 1 October 2024 in accordance with the terms of the PSP and DBP.
PSP
PSP awards are made by the Company to senior executives and generally vest on the third anniversary of the date of grant to the extent that performance conditions have been satisfied. Awards are made at nil cost to participants.
Details of the vesting under the PSP, which took place on 1 October 2024, including the position before and after the vesting, are outlined below:
|
|
Total number of Shares held under the PSP prior to
1 October 2024
|
Number of Shares vested on
1 October 20242
|
Number of Shares lapsed on 1 October 20242
|
Number of Shares sold
on
1 October 2024
|
Total number of Shares held under the PSP after 1 October 2024
|
|
Afonso Reis e Sousa1
|
2,212,101
|
81,816
|
163,878
|
38,597
|
1,966,407
|
1 Afonso Reis e Sousa sold sufficient Shares to satisfy his tax liability. The share price for the Shares sold was 14.1992 pence. His shareholding in the Company has therefore increased by the number of unsold vested Shares. In accordance with our share retention guidelines, unsold vested PSP Shares are subject to a two-year holding period until 1 October 2026.
2 Following the end of the three-year performance period in respect of the 2021 PSP award, the performance conditions were such that 33.3% of the award vested. The balance of Shares lapsed.
DBP
In line with the Company’s remuneration arrangements, any bonus awarded will usually be paid to Executive Directors half in cash and half in deferred shares under the DBP. Awards will generally vest in equal tranches over one, two and three years from the date of grant, provided a participant does not leave the Company’s employment. Awards are made at nil cost to participants.
Mr Kawash was granted an ad hoc award under the DBP in line with his joining arrangements. These shares are not subject to performance conditions and will vest, subject inter alia, to continued employment, over the following two years.
Details of the vestings under the DBP which took place on 1 October 2024 for each Director, including the position before and after the vestings, are outlined below:
|
|
Total number of Shares held under the DBP prior to
1 October 2024
|
Number of Shares vested on
1 October 2024
|
Number of Shares sold on 1 October 2024
|
Total number of Shares held under the DBP after
1 October 2024
|
|
Tareq Kawash1
|
536,097
|
178,699
|
84,130
|
357,398
|
|
Afonso Reis e Sousa1
|
165,389
|
58,868
|
27,811
|
106,521
|
1 Tareq Kawash and Afonso Reis e Sousa each sold sufficient Shares to satisfy their tax liabilities. The share price for the Shares sold was 14.1992 pence. Their shareholdings in the Company have therefore increased by the number of unsold vested Shares.
Following the above-noted transactions, the PDMRs and their connected persons hold the following beneficial interests in the Company:
|
|
Total number of Shares held in the Company prior to
1 October 2024
|
Total number of Shares held in the Company after 1 October 2024
|
Total number of Shares held in the Company after 1 October 2024, expressed as % of the total shares in issue
|
|
Tareq Kawash
|
94,584
|
189,153
|
0.036%
|
|
Afonso Reis e Sousa
|
58,630
|
132,906
|
0.025%
|
The Company's issued share capital consists of 525,373,758 Shares with voting rights. Each Share carries the right to one vote. The Company does not hold any Shares in Treasury.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|
a)
|
Name
|
Tareq Kawash
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group 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
|
Petrofac Limited
|
|
b)
|
LEI
|
2138004624W8CKCSJ177
|
|
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 US$0.02
|
|
|
|
|
Identification code
|
GB00B0H2K534
|
|
|
|
|
b)
|
Nature of the transaction
|
Vesting of award of shares under the Petrofac Deferred Bonus Plan 2021 - Nil Cost Awards & sale of sufficient shares to account for tax liability
|
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share (£)
|
Volume(s)
|
|
|
|
|
£0.141992
|
178,699
|
|
|
|
|
|
|
|
|
d)
|
Aggregated information
|
|
|
|
|
|
- Aggregated volume
|
178,699
|
|
|
|
|
- Price
|
£0.141992
|
|
|
|
|
e)
|
Date of the transaction
|
2024-10-01
|
|
f)
|
Place of the transaction
|
London Stock Exchange
|
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|
a)
|
Name
|
Afonso Reis e Sousa
|
|
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
|
Petrofac Limited
|
|
b)
|
LEI
|
2138004624W8CKCSJ177
|
|
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 US$0.02
|
|
|
|
|
Identification code
|
GB00B0H2K534
|
|
|
|
|
b)
|
Nature of the transaction
|
Vesting of award of shares under the Petrofac Performance Share Plan 2014 & the Petrofac Deferred Bonus Plan 2021 - Nil Cost Awards & sale of sufficient shares to account for tax liability
|
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share (£)
|
Volume(s)
|
|
|
|
|
£0.141992
|
140,684
|
|
|
|
|
|
|
|
|
d)
|
Aggregated information
|
|
|
|
|
|
- Aggregated volume
|
140,684
|
|
|
|
|
- Price
|
£0.141992
|
|
|
|
|
e)
|
Date of the transaction
|
2024-10-01
|
|
f)
|
Place of the transaction
|
London Stock Exchange
|
For further information contact:
Petrofac Limited
+44 (0) 20 7811 4900
James Boothroyd, Head of Investor Relations
James.boothroyd@petrofac.com
Sophie Reid, Group Head of Communications
Sophie.reid@petrofac.com
Teneo (for Petrofac)
+44 (0) 207 353 4200
petrofac@teneo.com
