4 August 2023
Longboat Energy plc
("Longboat Energy", "the Company" or "Longboat")
Notification of Transaction by Person Discharging Managerial Responsibilities ("PDMR")
Co-Investment Plan Awards
Following the acquisition of ordinary shares of 10p each in the Company ("Company Shares") by various PDMRs as announced on 11 July 2023, Longboat Energy 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 participating employees to be granted matching awards over one Company Share ("Plan Share") for every Company Share ("Investment Share") acquired 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.
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 Long Term Incentive 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.
Awards
The Company's Remuneration Committee, which is made up exclusively of Non-Executive Directors, has made awards under the Plan to the following PDMRs (the "Awards") in the form of options to acquire Plan Shares (the "Nil Cost Options"). The number of Investment Shares acquired, and the number of Plan 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:
| | | Company Shares |
| Award | ISC | |
| PDMR | Title | Acquired | Value | Price | Plan Shares | |
|
| | No. | £ | £ | No. | % |
| Helge Hammer | CEO | 240,000 | 64,045 | 0.27 | 240,000 | 0.42% |
| Jonathan Cooper | CFO | 8,084 | 2,000 | 0.25 | 8,084 | 0.01% |
| Nick Ingrassia | Corporate Development Director | 39,343 | 10,313 | 0.26 | 39,343 | 0.07% |
| Julian Riddick | Company Secretary | 7,654 | 2,000 | 0.26 | 7,654 | 0.01% |
| Hilde Salthe | MD Longboat JAPEX | 19,134 | 5,000 | 0.26 | 19,134 | 0.03% |
| | | 314,215 | 83,358 | | 314,215 | 0.55% |
Performance Condition and Vesting
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% |
Any Nil Cost Options, awarded to the PDMRs above, 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.
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 Rosie Corbett | longboatenergy@fticonsulting.com
|
| 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 | Nil-cost 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 Co-Investment Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| 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 code | Nil-cost 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 Co-Investment Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| 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 code | Nil-cost 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 Co-Investment Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| 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 code | Nil-cost 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 Co-Investment Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| 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 code | Nil-cost 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 Co-Investment Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 3 August 2023 | ||||
| f) | Place of transaction | XOFF | ||||
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