Rem Policy Update & Director/PDMR Share Awards
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For immediate release |
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28 June 2018 |
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Centamin plc ("Centamin" or "the Company")
(LSE:CEY, TSX:CEE)
Remuneration Policy Review Update
and Director/PDMR Share Awards
The Centamin Board of Directors, supported by the Remuneration Committee and Korn Ferry Hay Group, the Company's recently appointed specialist independent remuneration advisors, have commenced a full review of the current remuneration policy. The objective is to ensure the policy supports the corporate strategy, takes due account of best practice and incentivises the Executives in line with shareholder returns. Having taken input from major shareholders and proxy advisors, the Company aims to table a new policy for shareholder approval at the 2019 AGM.
In the interim, the Remuneration Committee has decided to make the following immediate changes to the current remuneration policy, implementing recent shareholder and proxy feedback. These changes will apply to the 2018 grant under the Performance Share Plan ("PSP").
The updated interim 2018 performance conditions applying to these awards are as follows:
|
Metric |
Weighting |
|
Relative TSR vs bespoke gold mining peer group |
40% |
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EBITDA* |
20% |
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Gold production* |
40% |
* Targets are as set out in the 2017 Directors' Remuneration Report
The notable changes to the PSP performance conditions, previously detailed in the 2017 Directors' Remuneration Report, are the removal of the reserves replacement and dividend policy targets, thereby applying a greater weighting on a more focussed number of performance conditions. In addition, the bespoke gold mining peer group, used as a benchmark for relative Total Shareholder Return ("TSR") performance, has been appropriately updated to include a broader group of relevant gold mining comparable companies. Under the PSP, there is a three-year performance period to which TSR, EBITDA and gold production performance measures are calculated. The 2018 PSP three-year financial period commenced on 1 January 2018 and ends on 31 December 2020. Full details of the performance conditions can be found at http://www.centamin.com/investors/corporate-governance/code-of-conduct-and-other-policies .
Director/PDMR Share Awards
It is the aim of the Remuneration Committee to reward Executives and key employees on a basis which is aligned with the long-term performance of the Company. On 27 June 2018 conditional awards of ordinary shares of nil par value in the capital of the Company were granted to the following Directors and Persons Discharging Managerial Responsibility ("PDMRs") pursuant to the terms of the Company's PSP.
The awards will normally vest on 28 June 2021 subject to the achievement of the performance conditions and being an employee of the Company at the time of vest.
|
Name |
Director/PDMR |
Number of awards |
|
Andrew Pardey |
Director |
640,000 |
|
Ross Jerrard |
Director |
510,000 |
|
Youssef El-Raghy |
PDMR |
130,000 |
|
Mark Morcombe |
PDMR |
730,000 |
The Deferred bonus share plan ("DBSP") is a long-term share incentive arrangement for senior management (but not executive directors). Awards under the DBSP vest in three equal tranches on the anniversary of the grant date, conditional upon the continued employment with the group. On 27 June 2018 conditional deferred awards of ordinary shares of nil par value in the capital of the Company were granted to the following PDMR pursuant to the terms of the Company's DBSP.
|
Name |
Director/PDMR |
Number of deferred shares |
|
Mark Morcombe |
PDMR |
150,000 |
The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.
For further information, please visit www.centamin.com or contact:
|
Centamin plc Andrew Pardey, Chief Executive Officer Alexandra Carse, Investor Relations +44 (0) 7700 713 738 |
Buchanan Communications Bobby Morse Chris Judd + 44 (0) 20 7466 5000 |
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Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them |
||||||
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name |
Andrew Pardey |
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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 |
Centamin plc |
||||
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b) |
LEI |
LEI 213800PDI9G7OUKLPV84 |
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|
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 Identification code |
Ordinary shares
ISIN JE00B5TT1872 |
||||
|
b) |
Nature of the transaction |
Grant of awards under the terms of the Company's Performance Share Plan |
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c) |
Price(s) and volume(s)
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|
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d) |
Aggregated information
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640,000 Conditional awards of CEY shares Nil |
||||
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e) |
Date of the transaction |
2018-06-27 |
||||
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f) |
Place of the transaction |
Outside a trading venue |
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|
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 |
Ross Jerrard |
||||
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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 |
Centamin plc |
||||
|
b) |
LEI |
LEI 213800PDI9G7OUKLPV84 |
||||
|
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 Identification code |
Ordinary shares
ISIN JE00B5TT1872 |
||||
|
b) |
Nature of the transaction |
Grant of awards under the terms of the Company's Performance Share Plan |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
|
510,000 Conditional awards of CEY shares Nil |
||||
|
e) |
Date of the transaction |
2018-06-27 |
||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||
|
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 |
Youssef El-Raghy |
||||
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2 |
Reason for the notification |
|||||
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a) |
Position/status |
General Manager - Egyptian Operations |
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b) |
Initial notification/Amendment |
Initial notification |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Centamin plc |
||||
|
b) |
LEI |
LEI 213800PDI9G7OUKLPV84 |
||||
|
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 Identification code |
Ordinary shares
ISIN JE00B5TT1872 |
||||
|
b) |
Nature of the transaction |
Grant of awards under the terms of the Company's Performance Share Plan |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
|
130,000 Conditional awards of CEY shares Nil |
||||
|
e) |
Date of the transaction |
2018-06-27 |
||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||
|
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 |
Mark Morcombe |
||||
|
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 |
Centamin plc |
||||
|
b) |
LEI |
LEI 213800PDI9G7OUKLPV84 |
||||
|
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 Identification code |
Ordinary shares
ISIN JE00B5TT1872 |
||||
|
b) |
Nature of the transaction |
Grant of awards under the terms of the Company's Performance Share Plan |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
|
730,000 Conditional awards of CEY shares Nil |
||||
|
e) |
Date of the transaction |
2018-06-27 |
||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||
|
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 |
Mark Morcombe |
||||
|
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 |
Centamin plc |
||||
|
b) |
LEI |
LEI 213800PDI9G7OUKLPV84 |
||||
|
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 Identification code |
Ordinary shares
ISIN JE00B5TT1872 |
||||
|
b) |
Nature of the transaction |
Grant of awards under the terms of the Company's Deferred Bonus Share Plan |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
|
150,000 Conditional awards of CEY shares Nil |
||||
|
e) |
Date of the transaction |
2018-06-27 |
||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||
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