5 July 2021
Longboat Energy plc
("Longboat Energy", "the Company" or "Longboat")
Notification of Transaction by Person Discharging Managerial Responsibilities ("PDMR")
Co-Investment Plan Awards
Longboat Energy, established by the former management team of Faroe Petroleum plc to build a significant North Sea-focused E&P business, announces conditional awards made under the Company's Co-Investment Plan (the "CIP" or "Plan") to PDMRs of the Company.
The Plan
The Plan allows employees to be granted matching share awards with a value equal to the market value of shares purchased by the employees up to a maximum of 50% of their pre-tax base salary. The Company believes that awards under the Plan will strengthen alignment between employees and shareholders through increased share ownership. The terms of the Plan were summarised in the Notice of AGM dated 1 June 2021
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, the Long-Term Incentive Plan 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 the following PDMRs (the "Awards") in the form of options to acquire ordinary shares of 10p each in the Company (the "Nil Cost Options"):
|
Shares |
|
Award Cap |
Award |
Issued Share Capital |
|
PDMR |
Acquired |
Value |
Salary (50%) |
Price |
Plan Shares |
|
|
No. |
£ |
£ |
£ |
No. |
% |
Helge Hammer |
506,667 |
380,000 |
150,000 |
0.75 |
200,000 |
0.35% |
Jonathan Cooper |
200,000 |
150,000 |
125,000 |
0.75 |
166,600 |
0.29% |
Nick Ingrassia |
160,000 |
120,000 |
115,000 |
0.75 |
153,300 |
0.27% |
Julian Riddick |
160,000 |
120,000 |
90,000 |
0.75 |
120,000 |
0.21% |
|
1,026,667 |
770,000 |
480,000 |
|
639,900 |
1.13% |
The Awards are conditional upon the completion of the Farm-ins and associated reverse take-over ("RTO"), as approved by shareholders at the General Meeting of 28 June 2021. In the event that the RTO does not occur, the Awards shall lapse.
Performance Conditions and Vesting
The Nil Cost Options will only vest and become exercisable provided that the price of the ordinary shares of 10p each in the Company Shares has increased by an amount equal to or greater than 30% between the date of the Award and 2nd July 2024 (the "Vesting Date"). If the performance condition is not met on the Vesting Date the Nil Cost Options will lapse in full on that date.
Any Nil Cost options that vest shall be subject to a further two-year holding period.
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 |
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 |
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 Co-Investment Plan |
||||
c) |
Price(s) and volume(s) |
|
||||
d) |
Aggregated Information |
n/a |
||||
e) |
Date of transaction |
2 July 2021 |
||||
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 |
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 Co-Investment Plan |
||||
c) |
Price(s) and volume(s) |
|
||||
d) |
Aggregated Information |
n/a |
||||
e) |
Date of transaction |
2 July 2021 |
||||
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 |
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 Co-Investment Plan |
||||
c) |
Price(s) and volume(s) |
|
||||
d) |
Aggregated Information |
n/a |
||||
e) |
Date of transaction |
2 July 2021 |
||||
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 |
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 Co-Investment Plan |
||||
c) |
Price(s) and volume(s) |
|
||||
d) |
Aggregated Information |
n/a |
||||
e) |
Date of transaction |
2 July 2021 |
||||
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
|