REG - Longboat Energy PLC - Long Term Incentive Plan Award
RNS Number : 2920ALongboat Energy PLC28 September 202028 September 2020
Longboat Energy plc
("Longboat Energy", "the Company" or "Longboat")
Notification of Transaction by Person Discharging Managerial Responsibilities ("PDMR")
Long Term Incentive Plan Award
Longboat Energy, established by the former management team of Faroe Petroleum plc to build a significant North Sea-focused E&P business, announces a conditional award made under the Company's Long Term Incentive Plan (the "Plan") to a PDMR of the Company.
The Plan
The Plan, as approved by shareholders at the 2020 Annual General Meeting ('AGM'), 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"). The terms of the Plan, which are market standard, are summarised in the Notice of AGM dated 28 May 2020.
The Company may issue 15% of its share capital within a ten-year period to satisfy awards to participants in the Plan, the Founders Incentive Plan ('FIP') and any other share plan operated by the Company under which shares are issued.
Conditional Awards
The Company's Remuneration Committee, which is made up exclusively of Non-Executive Directors, has made a conditional award under the Plan to Nick Ingrassia, Business Development Director (the "Award") in the form of an option to acquire 40,000 ordinary shares of 10p each in the Company (the "Nil Cost Options") representing 0.4% of the Company's current issued share capital. Subject to meeting the performance conditions, as summarised below, the Nil Cost Options will vest three years after grant and then be subject to a further two-year holding period.
The number of Nil Cost Options shall be adjusted at the completion of the first Reverse Takeover ('RTO') of the Company, being an event marking the first material acquisition made, to such number as to represent 0.4% (decimal four percent) of the issued share capital of the Company following the RTO, subject to the value of the award not exceeding 200% (two hundred percent) of the recipients adjusted base salary at the time of the RTO.
Performance Conditions
The Award's performance conditions are aligned with those associated with the awards made to the Executive Directors under the FIP and relate to the absolute TSR performance of the Company. The Company's TSR shall be calculated as soon as practicable after the end of the three-year performance period. The Nil Cost Options will become exercisable as follows:
Longboat Energy TSR growth per annum
Percentage of LTIP Option Vesting
Below 15%
Nil
15%
50%
26%
100%
Between 15% and 26%
Between 50% and 100% on a straight-line basis
The above growth rates will apply separately to both the initial and subsequent award of Nil Cost Options. Vesting of the Nil Cost options awarded following an RTO will be determined based on TSR performance from the date of the completion of the RTO to the end of the original performance period in September 2023.
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.
1.
Details of the person discharging managerial responsibilities/persons closely associated
a)
Name
Nicholas Ingrassia
2.
Reason for notification
a)
Position/Status
Business 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
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)
Price(s)
Volume(s)
Nil
40,000 share or such greater number as equals a maximum 0.4% of the issued share capital following an RTO
d)
Aggregated Information
n/a
e)
Date of transaction
24 September 2020
f)
Place of transaction
XOFF
This announcement does not contain inside information
Enquiries:
Longboat Energy
via FTI
Helge Hammer, Chief Executive Officer
Jon Cooper, Chief Financial Officer
Stifel (Nomad)
Tel: +44 20 7710 7600
Callum Stewart
Jason Grossman
Simon Mensley
Ashton Clanfield
FTI Consulting (PR adviser)
Tel: +44 20 3727 1000
Ben Brewerton
Sara Powell
Ntobeko Chidavaenzi
longboatenergy@fticonsulting.com
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