REG - Longboat Energy PLC - Director/PDMR Shareholding

Longboat EnergyAnnouncement

04/08/2023 07:00

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RNS Number : 2828I  Longboat Energy PLC  04 August 2023

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                longboatenergy@fticonsulting.com (mailto:longboatenergy@fticonsulting.com)

 Rosie Corbett

 

 

 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  Nil-cost options over Ordinary Shares of £0.10 each in the capital of
     code                                                                            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       660,000
 d)  Aggregated Information                                                          n/a
 e)  Date of transaction                                                             3 August 2023
 f)  Place of transaction                                                            XOFF

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  Nil-cost options over Ordinary Shares of £0.10 each in the capital of
     code                                                                            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       550,000
 d)  Aggregated Information                                                          n/a
 e)  Date of transaction                                                             3 August 2023
 f)  Place of transaction                                                            XOFF

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  Nil-cost options over Ordinary Shares of £0.10 each in the capital of
     code                                                                            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       550,000
 d)  Aggregated Information                                                          n/a
 e)  Date of transaction                                                             3 August 2023
 f)  Place of transaction                                                            XOFF

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  Nil-cost options over Ordinary Shares of £0.10 each in the capital of
     code                                                                            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       396,000
 d)  Aggregated Information                                                          n/a
 e)  Date of transaction                                                             3 August 2023
 f)  Place of transaction                                                            XOFF

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  Nil-cost options over Ordinary Shares of £0.10 each in the capital of
     code                                                                            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       316,000
 d)  Aggregated Information                                                          n/a
 e)  Date of transaction                                                             3 August 2023
 f)  Place of transaction                                                            XOFF

d)

Aggregated Information

n/a

e)

Date of transaction

3 August 2023

f)

Place of transaction

XOFF

 

 

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