Section 430(2B) Announcement

This announcement sets out the disclosure required by section 430(2B) of the Companies Act 2006 in relation to the departure of Nicholas Cooper from Ophir Energy plc (the “Company”).

  1. As announced on 18 May 2018, as part of mutually agreed succession planning, Dr Cooper stepped down from the Company’s Board on 18 May 2018. In accordance with the terms of his employment contract (which entitle him to 12 months’ notice of termination) he is on garden leave until 18 August 2018 (the “Termination Date”) when his employment will terminate.
  2. Following the Termination Date, Dr Cooper will receive the sum of £412,500, representing the payment in lieu for the balance of the notice period (i.e. 9 months’ salary). This sum will be paid in 9 equal monthly instalments of £45,833 and will be subject to mitigation in respect of income from other employment. Contractual benefits will remain payable until the Termination Date.
  3. Dr Cooper will not be entitled to a payment under the 2018 financial year annual bonus.
  4. Dr Coopers’ unvested 2016 award under the Company’s Long Term Incentive Plan (“LTIP”) (over 1,263,496 shares) will continue to vest on the normal vesting date subject to the Remuneration Committee of the Company being satisfied that, as at the Termination Date, he was a Good Leaver (as defined in the rules of the LTIP) and testing of the relevant performance conditions at the end of the relevant performance period. The vesting of the award will also be subject to the rules of the LTIP, including clawback, and will be pro rated to reflect the period of employment as a proportion of vesting period.
  5. Dr Cooper will retain his accrued notional NAV points (19,325) under the Company’s Long Term Value Creation Plan (“VCP”). The points will entitle Dr Cooper to receive a cash payment and an award of deferred shares under the VCP in the event a NAV event occurs prior to 31 December 2018. The cash payment and deferred shares will be determined at the time of the NAV event in accordance with the rules of the VCP. Restricting the number of NAV points to those accrued from 1 January 2016 to 31 December 2017 will ensure that any payment made to Dr Cooper in connection with a NAV event is the subject of a pro-rata reduction vis-à-vis the position he would have been in had he remained in employment and received further allocations of NAV points through to a NAV event in line with the operation of the VCP. Deferred shares vest on the third, fourth and fifth anniversary of allocation and are subject to post-vesting holding requirements and potential clawback. If the NAV event occurs after 31 December 2018, Dr Cooper will have no entitlements under the VCP.
  6. Dr Cooper will be paid in lieu of accrued but untaken holiday and, subject to removal of Company data, will be entitled to retain his laptop, iPad and mobile phone.
  7. A sum of up to £10,000 will be paid as a contribution in relation to legal services, to be paid directly to third party service providers.

Details of payments made to and receivable by Dr Cooper will be disclosed in the Directors’ Remuneration Report within the Company’s Annual Report and Accounts for the year ended 31 December 2018, and subsequent years, as appropriate.

For further information, please contact:

Philip Laing, General Counsel & Company Secretary                   +44 (0)20 7811 2400


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