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6 Jul 2020 07:00
6 July 2020
Longboat Energy plc
("Longboat Energy", "the Company" or "Longboat")
Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
Founders Incentive 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 the conditional awards made under the Company's Founders Incentive Plan (the "Plan") to the PDMRs of the Company as listed below.
The Plan
The Company has put in place an incentive arrangement for the founders of the Company designed to incentivise participants to deliver exceptional returns for shareholders over a five-year period (the "Performance Period"). Under the Plan, participants are eligible to receive 15% of the growth in returns of the Company from the date of Admission should a hurdle of doubling of the total shareholder return be met (the "Initial Award").
For further capital raises that occur during the Performance Period, additional tranches under the Plan will be created with their own threshold values which will be calculated with reference to the growth rates required for the Initial Award (listed below) as well as the time remaining to each of the measurement dates. Additional tranches will follow the same timetable as the initial award (i.e. performance will be measured on the same dates).
Not more than 10% of the Company's issued ordinary share capital may be issued under the Plan.
Conditional Awards
The following conditional awards have been made to the Company's founders under the Plan (the "Awards") which are expressed as a percentage of the total maximum potential award, being 10% of the Company's issued share capital. Subject to the performance conditions set out below being met, the Awards will be converted into nil cost options over ordinary shares of 10p each in the share capital Company ("Nil Cost options") on each measurement date as set out below.
Founder | Percentage entitlement of Initial Award pool | Maximum percentage entitlement of growth in value from IPO | Maximum percentage of issued share capital |
% | % | ||
Helge Hammer | 23.5000% | 3.525% | 2.3500% |
Graham Stewart | 19.7500% | 2.963% | 1.9750% |
Jonathan Cooper | 19.1250% | 2.869% | 1.9125% |
Julian Riddick | 18.5000% | 2.775% | 1.8500% |
A further 19.125% entitlement of the Initial Award with a maximum 2.869% entitlement of growth in value from the IPO, to be converted up to a maximum of 1.9125% of the Company's issued share capital, has been made to trusts established by a founder who is not a PDMR.
Performance Conditions
The share price at the date of Admission of the Company to AIM on 28 November 2019 (the "Commencement Date") of £1.00 (the "Initial Price") will be used to measure the level of return at each measurement date. Testing of the level of return achieved will be at the end of years three, four and five from the Commencement Date (the "Measurement Dates"). At each Measurement Date the value of the award will be driven by the return generated above the Initial Price (the "Threshold Value"):
Measurement Date | Threshold Total Shareholder Return | Measurement Total Shareholder Return |
First Measurement Date 28 November 2022 | 25.99% compound annual growth from the Initial Price as at the First Measurement Date. | Average of the market value for the Company's shares for the 30-day period ending on the First Measurement Date plus the dividends paid per share from the Commencement Date to the First Measurement Date. |
Second Measurement Date 28 November 2023 | The higher of: · 18.92% compound annual growth from the Initial Price as at the Second Measurement Date; and
· the highest previous measurement total shareholder return which resulted in Conversion. | Average of the market value for the Company's shares for the 30-day period ending on the Second Measurement Date plus the dividends paid per share from the Commencement date to the Second Measurement Date. |
Third Measurement Date 28 November 2024 | The higher of: · 14.87% compound annual growth from the Initial Price as at the Third Measurement Date; and
· the highest previous measurement total shareholder return which resulted in Conversion.
| Average of the market value for the Company's shares for the 30-day period ending on the Third Measurement Date plus the dividends paid per Plan Share from the Commencement Date to the Third Measurement Date. |
If at Measurement Dates three and/or four the Threshold Value has been reached then Nil Cost Options will be awarded of which half will vest and can be exercised immediately. The remaining half will be deferred until the Measurement Date at year five. All Nil Cost Options awarded in respect of the Measurement Date at year five will vest immediately.
Awards of all Nil Cost Options will be made after approval by the Remuneration Committee taking into account the overall performance of the Company during the Performance Period.
Notification of Deal Forms of each PDMR can be found below.
1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
a) | Name | Helge Hammer | ||||
2. | Reason for notification | |||||
a) | Position/Status | Chief Executive Officer | ||||
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 Founders Incentive Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated Information | n/a | ||||
e) | Date of transaction | 3 July 2020 | ||||
f) | Place of transaction | London Stock Exchange (XLON) | ||||
1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
a) | Name | Graham Stewart | ||||
2. | Reason for notification | |||||
a) | Position/Status | Non-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 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 Founders Incentive Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated Information | n/a | ||||
e) | Date of transaction | 3 July 2020 | ||||
f) | Place of transaction | London Stock Exchange (XLON) | ||||
1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
a) | Name | Jonathan Cooper | ||||
2. | Reason for notification | |||||
a) | Position/Status | Chief Financial Officer | ||||
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 Founders Incentive Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated Information | n/a | ||||
e) | Date of transaction | 3 July 2020 | ||||
f) | Place of transaction | London Stock Exchange (XLON) | ||||
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 Founders Incentive Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated Information | n/a | ||||
e) | Date of transaction | 3 July 2020 | ||||
f) | Place of transaction | London Stock Exchange (XLON) | ||||
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 Ashton Clanfield | |
FTI Consulting (PR Adviser) | Tel: +44 20 3727 1000 |
Ben Brewerton Sara Powell | longboatenergy@fticonsulting.com
|
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