16 July 2024
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 new awards are designed to incentivise Longboat's reconstituted executive team following the Company's recent strategic pivot to focus on Southeast Asia and largely utilises existing headroom created through recent departures and the sale of its Norwegian subsidiary.
The Plan
The Plan is designed to provide incentivisation and retention for management personnel of the Company over a three-year period (the "Performance Period") from 15 July 2024 to 15 July 2027. The Plan was approved by shareholders at the 2020 AGM and the principal terms are summarised in the Company's Re-admission document of 10 June 2021 (available on the Company's web site).
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 market priced options to acquire ordinary shares of 10p each in the Company (the "Options"). The number of shares and percentage of the Company's enlarged issued share capital ("ISC"), assuming full exercise of all Options, is set out below:
| PDMR | Title |
| | No. of Options | ISC% |
| Nick Ingrassia | CEO | 2,267,882 | 3.97 | ||
| James Menzies | Executive Chairman | 1,295,932 | 2.27 | ||
| Pierre Eliet | EVP, Country Chair Malaysia | 1,214,937 | 2.13 | ||
| Julian Riddick | Company Secretary | 445,447 | 0.78 | ||
The Options have been set at price of 23p per share which represents a 10% premium to the average closing price of Longboat's shares over the past five trading days and a 45% premium to the average closing price of Longboat's shares since 1 May 2024.
Subject to the rules of the Plan, for all employees other than the CEO, the Options will vest in three equal annual tranches after grant and be exercisable for a period of up to five years from grant. For the CEO, the Options will only vest after three years of continuing service.
Following vesting, employees who exercise their Options will only benefit from the gain between the Option price (23p) and the then market price. Moreover, to limit dilution, the Company intends to 'net settle' any awards so that the number of shares issued equates only to the value differential.
Dilution Limits
As approved by shareholders at its 2020 general meeting, the Company may issue up to 15% of its share capital within a ten-year period to satisfy awards to participants in the Plan, Co-Investment Plan, and any other share plan operated by the Company under which shares are issued. The total awards announced today constitute 11% of the ISC. The Remuneration Committee has decided to retain the 15% dilution limit as greater headroom is required in the short term in order to provide the executive and employees with the incentive required to deliver the strategic pivot to build a new business in Southeast Asia.
Exceptional Awards
The Remuneration Committee has used its discretion to make exceptional awards of up to two times the value of an employee's salary as provided for under the Plan rules.
Awards to Non-Executive Directors
In line with AIM-listed peers of similar size-and-focus, the Board of Directors has resolved to make awards of Options to the Non-Executive Directors to compensate for the recently reduced directors fees. The awards have been sized to ensure not to compromise their judgement and role going forward.
| PDMR | Title |
| | No. of Options | ISC% |
| Graham Stewart | Non-Executive Director | 242,987 | 0.425 | ||
| Geraldine Murphy | Non-Executive Director | 242,987 | 0.425 | ||
Related Party Transaction
The award of Options to the Non-Executive Directors are deemed to be Related Party Transactions under Rule 13 of the AIM Rules.
As there are no independent Directors to provide a fair and reasonable statement because all of the Directors are participating in the award of Options, Stifel (in its capacity as nominated adviser for the purposes of the AIM Rules) considers the Non-Executive Directors' Participation to be fair and reasonable insofar as Shareholders are concerned.
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 | |
| Nick Ingrassia, Chief Executive Officer | |
| | |
| | |
| Stifel Nicolaus Europe Limited (Nomad, Joint Broker) | Tel: +44 20 7710 7600 |
| Callum Stewart Jason Grossman Ashton Clanfield | |
|
|
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Cavendish Capital Markets Limited (Joint Broker) Tel: +44 20 7397 8900
Neil McDonald
Pete Lynch
Leif Powis
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Nicholas Ingrassia | ||||
| 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 | Market priced 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 | 15 July 2024 | ||||
| f) | Place of transaction | XOFF | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | James Menzies | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Executive Chairman | ||||
| 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 | Market priced 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 | 15 July 2024 | ||||
| f) | Place of transaction | XOFF | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Pierre Eliet | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Director, SE Asia | ||||
| 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 | Market priced 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 | 15 July 2024 | ||||
| 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 | Market priced 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 | 15 July 2024 | ||||
| f) | Place of transaction | XOFF | ||||
| Details of the person discharging managerial responsibilities/persons closely associated | |||||
| Name | Graham Stewart | ||||
| Reason for notification | |||||
| Position/Status | Non-executive Director | ||||
| Initial notification/amendment | Initial notification | ||||
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| Name | Longboat Energy plc | ||||
| LEI | 213800D1D587TB36ST68 | ||||
| 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 | |||||
| Description of the financial instrument, type of instrument and identification code | Market priced options over Ordinary Shares of £0.10 each in the capital of Longboat Energy plc ISIN: GB00BKFW2482 | ||||
| Nature of transaction | Grant of options under the Longboat Energy plc Long Term Incentive Plan | ||||
| Price(s) and volume(s) |
| ||||
| Aggregated Information | n/a | ||||
| Date of transaction | 15 July 2024 | ||||
| Place of transaction | XOFF | ||||
| | | ||||
| Details of the person discharging managerial responsibilities/persons closely associated | |||||
| Name | Geraldine Murphy | ||||
| Reason for notification | |||||
| Position/Status | Non-executive Director | ||||
| Initial notification/amendment | Initial notification | ||||
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| Name | Longboat Energy plc | ||||
| LEI | 213800D1D587TB36ST68 | ||||
| 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 | |||||
| Description of the financial instrument, type of instrument and identification code | Market priced options over Ordinary Shares of £0.10 each in the capital of Longboat Energy plc ISIN: GB00BKFW2482 | ||||
| Nature of transaction | Grant of options under the Longboat Energy plc Long Term Incentive Plan | ||||
| Price(s) and volume(s) |
| ||||
| Aggregated Information | n/a | ||||
| Date of transaction | 15 July 2024 | ||||
| Place of transaction | XOFF | ||||
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