Director/PDMR Shareholding
16/07/2024 07:00
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RNS Number : 4916W Longboat Energy PLC 16 July 2024
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
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 Market priced 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)
£0.23 2,267,882
d) Aggregated Information n/a
e) Date of transaction 15 July 2024
f) Place of transaction XOFF
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 Market priced 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)
£0.23 1,295,932
d) Aggregated Information n/a
e) Date of transaction 15 July 2024
f) Place of transaction XOFF
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 Market priced 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)
£0.23 1,214,937
d) Aggregated Information n/a
e) Date of transaction 15 July 2024
f) Place of transaction XOFF
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 Market priced 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)
£0.23 445,477
d) Aggregated Information n/a
e) Date of transaction 15 July 2024
f) Place of transaction XOFF
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 Market priced options over Ordinary Shares of £0.10 each in the capital of
code 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) Price(s) Volume(s)
£0.23 242,987
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 Market priced options over Ordinary Shares of £0.10 each in the capital of
code 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) Price(s) Volume(s)
£0.23 242,987
Aggregated Information n/a
Date of transaction 15 July 2024
Place of transaction XOFF
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)
Price(s) Volume(s)
£0.23 242,987
Aggregated Information
n/a
Date of transaction
15 July 2024
Place of transaction
XOFF
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