4 August 2023
Longboat Energy plc
("Longboat Energy", "the Company" or "Longboat")
Notification of Transaction by Person Discharging Managerial Responsibilities ("PDMR")
Long Term Incentive Plan Awards
Longboat Energy announces the grant of awards under the Company's Long Term Incentive Plan (the "Plan") to various PDMRs of the Company.
The Plan
The Plan is an employee share plan designed to provide incentivisation and retention for management personnel of the Company over a three-year period (the "Performance Period") from 3 August 2023 to 3 August 2026. The terms of the Plan were summarised in the Company's Notice of AGM dated 28 May 2020.
Base Awards
The Company's Remuneration Committee, which is made up exclusively of Non-Executive Directors, has made base awards under the Plan to the following PDMRs (the "Base Awards") in the form of options to acquire ordinary shares of 10p each in the Company (the "Nil Cost Options"). The number of shares and percentage of the Company's issued share capital ("ISC") as at 3 August 2023 over which the Nil Cost Options have been granted is set out below:
| PDMR | Title |
| | No. of shares | ISC% |
| Helge Hammer | CEO | 660,000 | 1.16% | ||
| Jon Cooper | CFO | 550,000 | 0.97% | ||
| Nick Ingrassia | Corporate Development Director | 550,000 | 0.97% | ||
| Julian Riddick | Company Secretary | 396,000 | 0.70% | ||
| Hilde Salthe | MD Longboat JAPEX Norge | 316,000 | 0.56% | ||
Subject to meeting the performance conditions, as summarised below, and the rules of the Plan, the Nil Cost Options will vest three years after grant and then be subject to a further two-year holding period.
Performance Conditions
The Base Awards' performance conditions are based on the Company's volume weighted average share price ("VWAP") over 30 days to the end of the three-year Performance Period which will be measured as soon as practicable after the end of such Performance Period. The Nil Cost Options will become exercisable, subject to the rules of the Plan, as follows:
| Longboat Energy 30 day VWAP at end of the three-year performance period | Percentage of Base Award Vesting |
| Below 40 pence | Nil |
| 40 pence | 25% |
| 50 pence or greater | 100% |
Dilution Limits
At present, the Company may issue up to 15% of its share capital within a ten-year period to satisfy awards to participants in the Plan, the Company's Founders Incentive Plan ("FIP") and Co-Investment Plan, and any other share plan operated by the Company under which shares are issued. The Company plans to restrict dilution under this limit to 10% of its share capital, in line with market practice, by the end of 2024 to be achieved by a combination of the anticipated lapse of existing awards made under the Plan and FIP together with the surrender of certain awards made under the FIP, as set out below.
To limit potential dilution and bring it in line with market practice, the following founders have surrendered their awards under the FIP which would otherwise entitle them to receive awards of Nil Cost Options up to the following maximum percentages of the Company's issued share capital:
| PDMR | Title |
| | ISC% |
| Helge Hammer | CEO | 2.35% | ||
| Jon Cooper | CFO | 1.91% | ||
| Julian Riddick | Company Secretary | 1.85% | ||
Potential Exceptional Awards
In addition to the Base Awards, the Remuneration Committee's current intention is to grant additional awards of Nil Cost Options under the Plan in the future to selected employees of the Company based on them making an exceptional contribution to the growth in the Company's share price. Any Exceptional Award would be made at the discretion of the Committee.
If the 30-day VWAP to 3 August 2026 meets the share price thresholds below, awards ("Exceptional Awards") may be granted over shares up to an overall maximum of 3% of the Company's ISC. The percentage of the ISC over which Exceptional Awards may be granted would be determined based on the below thresholds:
| Longboat Energy 30 day VWAP to 3 August 2026 | Percentage of ISC over which Nil Cost Options may be granted |
| 75 pence | 1% |
| Between 75 and 110 pence | Sliding scale between 1% and 3% |
| 110 pence or greater | 3% |
If the 30-day VWAP is 110 pence or greater at any time prior to 3 August 2026, Exceptional Awards may be granted once that threshold has been met.
Any Exceptional Award granted would be subject to the Committee's discretion and would vest three years after grant subject to continued employment. If at the vesting date the share price had fallen by more than 25% compared to the price used to determine the number of shares to be granted, the number of shares vesting would be reduced by 25%. The individual limits under the rules of the Plan have been amended to allow for such Exceptional Awards.
Notification of Deal Forms of each PDMR can be found below. This announcement is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
This announcement does not contain inside information.
| Enquiries: | |
| Longboat Energy | via FTI |
| Helge Hammer, Chief Executive Officer | |
| Jon Cooper, Chief Financial Officer Nick Ingrassia, Corporate Development Director | |
| | |
| Stifel Nicolaus Europe Limited (Nomad, Joint Broker) | Tel: +44 20 7710 7600 |
| Callum Stewart Jason Grossman Ashton Clanfield | |
| | |
Cenkos Securities plc (Joint Broker) Tel: +44 20 7397 8900
Neil McDonald
Pete Lynch
Leif Powis
| FTI Consulting (PR adviser) | Tel: +44 20 3727 1000 |
| Ben Brewerton Rosie Corbett | longboatenergy@fticonsulting.com
|
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Helge Hammer | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | CEO | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Longboat Energy plc | ||||
| b) | LEI | 213800D1D587TB36ST68 | ||||
| 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 and identification code | Nil-cost options over Ordinary Shares of £0.10 each in the capital of Longboat Energy plc ISIN: GB00BKFW2482 | ||||
| b) | Nature of transaction | Grant of options under the Longboat Energy plc Long Term Incentive Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 3 August 2023 | ||||
| f) | Place of transaction | XOFF | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Jonathan Cooper | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | CFO | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Longboat Energy plc | ||||
| b) | LEI | 213800D1D587TB36ST68 | ||||
| 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 and identification code | Nil-cost options over Ordinary Shares of £0.10 each in the capital of Longboat Energy plc ISIN: GB00BKFW2482 | ||||
| b) | Nature of transaction | Grant of options under the Longboat Energy plc Long Term Incentive Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 3 August 2023 | ||||
| f) | Place of transaction | XOFF | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Nicholas Ingrassia | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Corporate Development Director | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Longboat Energy plc | ||||
| b) | LEI | 213800D1D587TB36ST68 | ||||
| 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 and identification code | Nil-cost options over Ordinary Shares of £0.10 each in the capital of Longboat Energy plc ISIN: GB00BKFW2482 | ||||
| b) | Nature of transaction | Grant of options under the Longboat Energy plc Long Term Incentive Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 3 August 2023 | ||||
| f) | Place of transaction | XOFF | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Julian Riddick | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Company Secretary | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Longboat Energy plc | ||||
| b) | LEI | 213800D1D587TB36ST68 | ||||
| 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 and identification code | Nil-cost options over Ordinary Shares of £0.10 each in the capital of Longboat Energy plc ISIN: GB00BKFW2482 | ||||
| b) | Nature of transaction | Grant of options under the Longboat Energy plc Long Term Incentive Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 3 August 2023 | ||||
| f) | Place of transaction | XOFF | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Hilde Salthe | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Managing Director Longboat JAPEX Norge AS | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Longboat Energy plc | ||||
| b) | LEI | 213800D1D587TB36ST68 | ||||
| 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 and identification code | Nil-cost options over Ordinary Shares of £0.10 each in the capital of Longboat Energy plc ISIN: GB00BKFW2482 | ||||
| b) | Nature of transaction | Grant of options under the Longboat Energy plc Long Term Incentive Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 3 August 2023 | ||||
| f) | Place of transaction | XOFF | ||||
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