REG - African Pioneer PLC - Issue of Options and Director/PDMR Dealing
24/01/2023 13:30
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RNS Number : 7231N African Pioneer PLC 24 January 2023
24 January 2023
African Pioneer Plc
("African Pioneer" or "the Company")
Issue of Options
African Pioneer (TIDM: AFP), the copper-gold exploration and development
company, announces that, in aggregate, 16,850,00 options over ordinary shares
of no par value in the capital of the Company ("Ordinary Shares") have been
granted pursuant to the Executive Share Option Scheme approved at the
Company's Annual General Meeting ("AGM") held on 23 August 2022 (the
"Options"). Of the 16,850,000 Options, 6,600,000 have been awarded to
directors of the Company, as detailed further below and the balance of
10,250,000 to other eligible participants including 850,000 Options to
eligible participants who are Concert Party members. The Company has not
previously issued any Options.
Summary of the Options awarded:
Total number of options: A total of 16,850,000 Options have been awarded.
Exercise prices & award date: All the Options have an exercise price of 4.5 pence per Ordinary Share and
vested on issue.
Purpose of options: To incentivise and retain directors, officers, consultants and employees
critical to enhancing the future market value of the Company and have been
issued at a significant premium to the 30 day volume weighted average share
price ("VWAP") when the Options were approved.
30 day VWAP when Options approved: The 30 day VWAP to 23 January 2023, being the latest practicable date prior to
the approval of the Options by the Company's Board, was 2.945 pence per share.
Prevailing share price: The Company's mid-market closing share price on 23 January 2023, being the
latest practicable date prior to the issue of this announcement, was 3.3
pence.
Exercise prices versus abovementioned VWAP and prevailing share price: Premium to:
Prevailing closing 30 day
share price
VWAP
Exercise price of 4.5 pence 36% 53%
Life of Options: The options expire on 22 January 2033 being the date one day prior to the
tenth anniversary of the award of the Options.
Exercise period: The Options can be exercised any time after vesting and prior to their
scheduled expiry and must be exercised within 6 months of an option holder
leaving the Company or within 12 months of the death of an option holder.
Options awarded to the Directors Directors No. of Options
Executive Directors:
Colin Bird Executive Chairman * 5,000,000
Christian Cordier Commercial Director* 500,000
Raju Samtani Finance Director* 600,000
Non Executive Directors:
Kjeld Thygesen Independent * 500,000
James Cunnigham-Davis Nil
Total Directors 6,600,000
* Member of Concert Party.
Options awarded to PDMR PDMR No. of Options
Michael Allardice * 1,500,000
* Issued to Quantum Capital and Consulting Ltd the personal service company of
Michael Allardice
Options awarded to other Concert Party Members Other Concert Party Member No. of Options
Modisana Botsile 350,000
Wilhelm Shali 500,000
Total Other Concert Party 850,000
* Issued to Quantum Capital and Consulting Ltd the personal service company of
Michael Allardice
Options awarded to other Concert Party Members
Other Concert Party Member No. of Options
Modisana Botsile 350,000
Wilhelm Shali 500,000
Total Other Concert Party 850,000
The issue of the Options to Concert Party members does not itself give rise to
any implications under the City Code on Takeovers and Mergers (the "City
Code") but the exercise of Options held by Concert Party members and the
resultant issue of Ordinary Shares may do so. The purpose of the issue of the
Options is to incentivise and retain directors, officers, consultants and
employees critical to enhancing the future market value of the Company and not
to allow Concert Party members to control the Company.
Accordingly, to avoid the risk of an exercise of an Option by a Concert Party
Member unintentionally triggering a mandatory offer under the City Code if i)
an Optionholder is a member of a Concert Party and ii) they wish to exercise
some or all of their Options and the exercise of their Options and the
subsequent issue of Ordinary Shares to them would under the City Code require
them to make a mandatory offer then they are not permitted to exercise their
Options but they are allowed instead to assign the Options to the Company's
broker for the Company broker to exercise the Options and sell the Ordinary
Shares in the market.
Following the grant of Options, the total number of options outstanding over
unissued ordinary shares is 16,850,000 representing 8.79% of the Company's
current issued share capital. The 6,600,000 Options issued to Directors
represent 3.44% of the Company's current issued share capital.
The notification below, made in accordance with the requirements of the EU
Market Abuse Regulation, provides further detail.
African Pioneer Plc
+44 (0) 20 7581 4477
Colin Bird
Executive Chairman
Beaumont Cornish (Financial Adviser) +44 (0) 20 7628 3396
Roland Cornish
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
+44 (0) 20 7581 4477
Beaumont Cornish (Financial Adviser)
Roland Cornish
+44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss
+44 (0) 20 7399 9400
or visit https://africanpioneerplc.com/ (https://africanpioneerplc.com/)
Notification of Transactions of Directors/Persons Discharging Managerial
Responsibility and Connected Persons
Details of the person discharging managerial responsibilities / person closely
associated
a) Names Colin Bird Executive Chairman
Christian Cordier Business Development Director
Kjeld Thygesen Independent Non-Executive Director
Raju Samtani Finance Director
Michael Allardice PDMR
2. Reason for the Notification
a) Position/status See 1(a) above for positions
b) Initial notification/ Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name African Pioneer Plc
b) LEI 213800QQF8O18CMJPW43
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 In each case, the grant of Options over Ordinary Shares of no par value
Identification code ISIN: IM00B8C0HK22
b) Nature of the transaction Grant of Options over Ordinary Shares
c) Price(s) and volume(s) Person No. of Options Exercise Price
Colin Bird 5,000,000 4.5 pence
Christian Cordier 500,000 4.5 pence
Kjeld Thygesen 500,000 4.5 pence
Raju Samtani 600,000 4.5 pence
Michael Allardice 1,500,000 4.5 pence
d) Aggregated information: N/A
·Aggregated volume
·Price
e) Date of the transaction 2023-01-23
f) Place of the transaction Outside a trading venue
2.
Reason for the Notification
a)
Position/status
See 1(a) above for positions
b)
Initial notification/ Amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
African Pioneer Plc
b)
LEI
213800QQF8O18CMJPW43
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
In each case, the grant of Options over Ordinary Shares of no par value
Identification code
ISIN: IM00B8C0HK22
b)
Nature of the transaction
Grant of Options over Ordinary Shares
c)
Price(s) and volume(s)
Person No. of Options Exercise Price
Colin Bird 5,000,000 4.5 pence
Christian Cordier 500,000 4.5 pence
Kjeld Thygesen 500,000 4.5 pence
Raju Samtani 600,000 4.5 pence
Michael Allardice 1,500,000 4.5 pence
d)
Aggregated information:
·Aggregated volume
·Price
N/A
e)
Date of the transaction
2023-01-23
f)
Place of the transaction
Outside a trading venue
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