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28 Sep 2020 10:22
28 September 2020
Longboat Energy plc
("Longboat Energy", "the Company" or "Longboat")
Notification of Transaction by Person Discharging Managerial Responsibilities ("PDMR")
Long Term Incentive Plan Award
Longboat Energy, established by the former management team of Faroe Petroleum plc to build a significant North Sea-focused E&P business, announces a conditional award made under the Company's Long Term Incentive Plan (the "Plan") to a PDMR of the Company.
The Plan
The Plan, as approved by shareholders at the 2020 Annual General Meeting ('AGM'), 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"). The terms of the Plan, which are market standard, are summarised in the Notice of AGM dated 28 May 2020.
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 ('FIP') 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 Nick Ingrassia, Business Development Director (the "Award") in the form of an option to acquire 40,000 ordinary shares of 10p each in the Company (the "Nil Cost Options") representing 0.4% of the Company's current issued share capital. Subject to meeting the performance conditions, as summarised below, the Nil Cost Options will vest three years after grant and then be subject to a further two-year holding period.
The number of Nil Cost Options shall be adjusted at the completion of the first Reverse Takeover ('RTO') of the Company, being an event marking the first material acquisition made, to such number as to represent 0.4% (decimal four percent) of the issued share capital of the Company following the RTO, subject to the value of the award not exceeding 200% (two hundred percent) of the recipients adjusted base salary at the time of the RTO.
Performance Conditions
The Award's performance conditions are aligned with those associated with the awards made to the Executive Directors under the FIP and relate to the absolute TSR performance of the Company. The Company's TSR shall be calculated as soon as practicable after the end of the three-year performance period. The Nil Cost Options will become exercisable as follows:
Longboat Energy TSR growth per annum | Percentage of LTIP Option Vesting |
Below 15% | Nil |
15% | 50% |
26% | 100% |
Between 15% and 26% | Between 50% and 100% on a straight-line basis |
The above growth rates will apply separately to both the initial and subsequent award of Nil Cost Options. Vesting of the Nil Cost options awarded following an RTO will be determined based on TSR performance from the date of the completion of the RTO to the end of the original performance period in September 2023.
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 | Nicholas Ingrassia | ||||
2. | Reason for notification | |||||
a) | Position/Status | Business 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 Long Term Incentive Plan | ||||
c) | Price(s) and volume(s) |
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d) | Aggregated Information | n/a | ||||
e) | Date of transaction | 24 September 2020 | ||||
f) | Place of transaction | XOFF | ||||
This announcement does not contain inside information
Enquiries: |
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Longboat Energy | via FTI |
Helge Hammer, Chief Executive Officer |
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Jon Cooper, Chief Financial Officer |
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Stifel (Nomad) | Tel: +44 20 7710 7600 |
Callum Stewart Jason Grossman Simon Mensley Ashton Clanfield |
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FTI Consulting (PR adviser) | Tel: +44 20 3727 1000 |
Ben Brewerton Sara Powell Ntobeko Chidavaenzi | longboatenergy@fticonsulting.com
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