18 March 2025
AFENTRA PLC
VESTING OF EXECUTIVE DIRECTORS' FOUNDERS' SHAREPLAN AWARDS
EXECUTIVE DIRECTORS' LONG TERM INCENTIVE PLAN (LTIP) AWARD
DIRECTOR / PDMR DEALINGS
Afentra plc ('Afentra' or the 'Company') (AIM: AET), the upstream oil and gas company focused on acquiring production and development assets in Africa, announces awards made to the Executive Directors of the Company under: (1) the Afentra plc Founders' Share Plan (the "FSP"); and (2) the Executive Directors Long-Term Incentive Scheme.
Founders' Share Plan Awards
The Founders' Share Plan ('FSP') is a five-year incentive scheme for the founders, designed to reward exceptional shareholder returns, which was approved by shareholders at the 2022 AGM and subsequently adopted by the Board.
Following the FSP's second measurement date, which occurred on 16 March 2025, further Nil Cost Options over ordinary shares of £0.10 each in the Company ("Ordinary Shares") have been awarded to the Executive Directors. In accordance with the FSP rules, the number of Nil Cost Options that have vested for the Executive Directors on the second measurement date is based on the increase in Total Shareholder Return (TSR) since the first measurement date (16 March 2024). Half of the vested Nil Cost Options may be exercised immediately, with the remaining half deferred until the third measurement date on 16 March 2026. Each of Paul McDade and Ian Cloke have exercised their vested Nil Cost Options1.
The prices per Ordinary Share used to determine the number of Nil Cost Options awarded were the 30-day average prices, reflecting the average closing mid-market price over the 30-day period, ending on the first measurement date (16 March 2024) £0.3949 and the second measurement date (16 March 2025) £0.4235.
In line with the Company's commitment to avoiding shareholder dilution, Afentra has elected to satisfy these options via share purchases utilising an existing Employee Share Benefit Trust ("Trust") rather than issuing new Ordinary Shares. The Company has instructed the Trust to purchase an equivalent number of shares on the open market to cover the net vested Nil Cost Options that remain after applicable deductions for income tax and national insurance. Once purchased by the Trust, these shares will be transferred from the Trust to the Executive Directors.
Details of the Conversion and Vesting
|
Director |
Nil Cost Options Granted[1]
|
Ordinary Shares received (Net of Tax) |
Gross Number of unvested Nil Cost Options1 |
|
Paul McDade |
597,786
|
158,413
|
298,893
|
|
Ian Cloke
|
446,539
|
118,333
|
223,270
|
|
Anastasia Deulina
|
396,123
|
104,973
|
198,062
|
As a result of this transaction, the total aggregate shareholding in the Company for each of the Executive Directors will be as follows:
· Paul McDade: 5,497,811 Ordinary Shares (2.43 % of issued share capital)
· Ian Cloke: 3,925,544 Ordinary Shares (1.74 % of issued share capital)
· Anastasia Deulina: 2,644,636 Ordinary Shares (1.17 % of issued share capital)
Further details of the FSP and the conditional awards made thereunder will be disclosed in the Company's annual report and financial statements for the year ended 31 December 2024.
Executive Director Long Term Incentives Award
The Long Term Incentive Plan of the Company (LTIP) was approved by shareholders at the 2024 AGM and subsequently adopted by the Board to provide long term incentives to the Executive Directors following the FSP. The Executive Directors have been awarded, under this plan, Nil Cost Options with an award date of 16 March 2025 and a vesting date of 16 March 2028. The vesting of the awards are subject to a combination of the Company's absolute and relative Total Shareholder Return performance.
The following conditional share awards have been granted under the Company's LTIP:
| Director | Title | Maximum number of Ordinary Shares (Total Award) |
| Paul McDade | Chief Executive Officer | 2,075,256 |
| Ian Cloke | Chief Operating Officer | 1,140,652 |
| Anastasia Deulina | Chief Financial Officer | 1,140,652 |
Share Repurchase and Total Voting Rights
As no new Ordinary Shares have been issued to satisfy the vesting of shares to the Executive Directors under the FSP on the second measurement date of 16th March 2025, the Company's total issued share capital remains unchanged at 226,155,990 Ordinary Shares. The total number of voting rights in the Company remains 226,155,990, which shareholders may use for the purposes of calculating their interests in the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
The following notifications are made pursuant to Article 19(3) of the Market Abuse Regulation to reflect the acquisition of shares by the Executive Directors through market purchases instructed by the Company utilising the Company's Employee Share Benefit Trust rather than issuing new Ordinary Shares.
PDMR Notifications
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
| a) | Name: | Paul McDade | |||||||||
| 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 | Afentra plc | |||||||||
| b) | LEI: | 21380028BFDFJK8BRX92 | |||||||||
| 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 of £0.10 per share par value
GB00B4X3Q493 | |||||||||
| b) | Nature of the transaction: | a) Grant of Nil Cost Options b) Vesting and Exercise of Nil Cost Options
| |||||||||
| c) | Price(s) and volume(s): |
| |||||||||
| d) | Aggregated information: · Aggregated volume: · Price: | N/A | |||||||||
| e) | Date of the transaction: | 16 March 2025 | |||||||||
| f) | Place of the transaction: | XOFF
| |||||||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
| a) | Name: | Ian Cloke | |||||||||
| 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 | Afentra plc | |||||||||
| b) | LEI: | 21380028BFDFJK8BRX92 | |||||||||
| 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 of £0.10 per share par value
GB00B4X3Q493 | |||||||||
| b) | Nature of the transaction: | a) Grant of Nil Cost Options b) Vesting and Exercise of Nil Cost Options
| |||||||||
| c) | Price(s) and volume(s): |
| |||||||||
| d) | Aggregated information: · Aggregated volume: · Price: | N/A | |||||||||
| e) | Date of the transaction: | 16 March 2025 | |||||||||
| f) | Place of the transaction: | XOFF
| |||||||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
| a) | Name: | Anastasia Deulina | |||||||||
| 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 | Afentra plc | |||||||||
| b) | LEI: | 21380028BFDFJK8BRX92 | |||||||||
| 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 of £0.10 per share par value
GB00B4X3Q493 | |||||||||
| b) | Nature of the transaction: | a) Free Share Award b) Vesting of Free Share Award
| |||||||||
| c) | Price(s) and volume(s): |
| |||||||||
| d) | Aggregated information: · Aggregated volume: · Price: | N/A | |||||||||
| e) | Date of the transaction: | 16 March 2025 | |||||||||
| f) | Place of the transaction: | XOFF
| |||||||||
For further information contact:
Afentra plc +44 (0)20 7405 4133
Paul McDade, CEO
Anastasia Deulina, CFO
Christine Wootliff, Investor Relations
Burson Buchanan (Financial PR) +44 (0)20 7466 5000
Ben Romney
Barry Archer
George Pope
Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker) +44 (0) 20 7710 7600
Callum Stewart
Simon Mensley
Ashton Clanfield
Tennyson Securities (Joint Broker) +44 (0)20 7186 9033
Peter Krens
About Afentra
Afentra plc (AIM: AET) is an upstream oil and gas company focused on opportunities in Africa. The Company's purpose is to support a responsible energy transition in Africa by establishing itself as a credible partner for divesting IOCs and Host Governments. Offshore, Angola Afentra has a 30% non-operated interest in the producing Block 3/05 and a 21.33% non-operated interest in the adjacent development Block 3/05A in the Lower Congo Basin and a 40% non-operating interest in the exploration Block 23 in the Kwanza Basin. Onshore, Angola Afentra has a 45% non-operated interest in the prospective Block KON 19 and 45% non-operated interest in Block KON 15 located in the western part of the Onshore Kwanza Basin. Afentra also has a 34% carried interest in the Odewayne Block onshore southwestern Somaliland.
[1] As a US taxpayer, Anastasia Deulina's Conditional Award converts into a Free Share Award and not a Nil Cost Option. Consequently, 50% of the Ordinary Shares comprised in her Free Share Award have vested immediately, with the remainder vesting on 16 March 2026
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