REG - Andrada Mining Ltd - Employee Incentive Scheme Update & Issue of Shares
21/02/2025 14:30
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RNS Number : 0788Y Andrada Mining Limited 21 February 2025
The information contained within this announcement is deemed by the company to constitute inside information as stipulated under the market abuse regulations (EU) no. 596/2014 (MAR) as in force in the United Kingdom pursuant to the European Union (withdrawal) act 2018. Upon the publication of this announcement via regulatory information service (RIS), this inside information will be in the public domain.
Andrada Mining Limited
("Andrada" or the "Company")
Employee Incentive Scheme Update
Issue of Shares
Andrada Mining Limited (AIM: ATM, OTCQB: ATMTF), a tin producer with a
critical raw materials portfolio of mining and exploration assets in Namibia
provides the following update on its Remuneration Policy which was approved by
shareholders at the Company's General Meeting on 29 September 2023
("Remuneration Policy").
Short - term incentive plan ("STIP")
On 1 March 2024 the Company approved the payment of certain Cash Bonuses as
part of the Remuneration Policy for the full year ended 28 February 2024 (the
"Cash Bonuses"). Only 50% of the Cash Bonuses has been paid to date. The
Company achieved an overall performance score of 65% in FY 2024 based on the
balanced scorecard. The assessment against ESG, production, strategic
initiative and resource growth determined the score also indicating areas of
improvement. Further details on the performance can be read in the FY2024
annual report available on the following link -
https://andradamining.com/investors/corporate-publications/
(https://andradamining.com/investors/corporate-publications/)
Due to the Company's strategic focus on preserving cash resources for
operational priorities, the Remuneration Committee and the Board have approved
the granting of a choice to all recipients of the Cash Bonuses for their
outstanding balances. The employees can either wait to receive a cash payment
in the future or can elect to receive ordinary shares in the Company in lieu
of the outstanding cash balance.
Of the outstanding balance, employees with entitlements to bonuses amounting
to £390 767 have elected to convert their bonuses into ordinary shares in the
Company, with the remainder waiting to receive their bonuses in cash at the
discretion of the Remuneration Committee. Accordingly, the Company has today
issued 17 391 447 Ordinary Shares (the "STIP Shares"). The price per STIP
Share was set by the Remuneration Committee as the 30 - day VWAP of 2.25(1)
pence as on 11 February 2025.
(1)This price has been rounded off to two decimal places for ease. The actual
30-day VWAP used is 2.246891084 pence.
Number of STIP Shares Granted to PDMRs
Executive Director/ PDMR Role Number of STIP Shares issued today Previous holding New Holding (including the STIP Shares) Percentage Interest in the Enlarged Share Capital of the Company (%)
Anthony Viljoen CEO (Executive Director) 2 380 532 15 296 690 17 677 222 1.06
Hiten Ooka CFO (Executive Director) 1 418 919 14 998 1 433917 0.09
Christoffel Smith COO 1 422 598 1 874 920 3 297 518 0.20
Frans Van Daalen CSO 1 491 787 6 232 734 7 724 521 0.46
Total 6 713 836 23 419 342 30 133 178 1.80
Long-term incentive plan ("LTIP") and employee share scheme ("ESS")
In addition, the Company has today also approved the issue of nil cost share
awards over 29 368 664 ordinary shares in the Company to Executive Directors,
management and employees pursuant to the terms of its Long-Term Incentive Plan
(the "LTIP Awards") and the Employee Share Scheme (the "ESS Awards"). The LTIP
Awards were initially scheduled to be granted on March 1, 2024, in line with
the Remuneration Policy. However, due to ongoing corporate actions throughout
the 2024 calendar year, including the Strategic Process, the implementation of
the LTIP was delayed according to guidance and has only now been finalised.
The rights that are subject to the LTIP Awards will vest three years after the
date of grant (therefore being 1 March 2027) provided that the relevant
recipient is still an employee of the Company at the time and that there has
been the satisfaction of certain performance conditions related to Total
Shareholder Return ("TSR") and Return of Capital Employed ("ROCI"), are
satisfied. At the absolute discretion of the Company the LTIP Awards can be
satisfied in ordinary shares in Andrada or cash.
LTIP
The total number of LTIP Awards that have been granted are 23 524 208 of
which 12 180 889 LTIP Awards have been issued to PDMRs as detailed in the
table below. These are considered a retention tool for permanent employees
from Global Grade 13* and above. As set out in the Remuneration Policy, the
LTIP Awards are granted to management serves as a long-term incentive,
directly linking their compensation to Andrada's performance and the creation
of shareholder value. This award aligns the employee interests with those of
the Company's investors, such that strategic decision-making is focused on
sustainable growth. This approach also supports the retention of key
leadership, providing continuity and stability as Andrada implements its
strategy.
The amount of LTIP Awards issued to each recipient is determined by reference
to a cash amount as a proportion of salary and is priced at the 30 - day
volume weighted average share price ("VWAP") of 4.20 pence as on 28 February
2024. Except for the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), 70% of the amount subject to the LTIP is performance-related
based on TSR with a threshold score of 15% and ROCI being a score based on the
combination of EBIT growth, revenue growth and gross profit margin. The
remaining 30% component of the LTIP is retention based for the Chief
Operations Officer ("COO"), Chief Strategy Officer ("CSO") and management
team. The LTIP shares to the CEO and CFO are wholly performance based and
incur an additional two-year holding period beyond vesting.
LTIP Shares Granted to PDMRs
Executive Director/ PDMR Role Allocated LTIP Awards Exercise price (but subject to performance conditions set out above)
Anthony Viljoen CEO and Executive Director 3 980 353 Nil
Hiten Ooka CFO and Executive Director 3 174 401 Nil
Christoffel Smith COO 2 380 801 Nil
Frans Van Daalen CSO 2 645 334 Nil
Total 12 180 889
ESS
The Remuneration Committee has now also approved the implementation of the ESS
for other critical employees of the Company. The ESS Awards granted under the
ESS are based on the same terms as the awards granted under the LTIP and are
therefore nil cost and subject to the performance conditions set out above.
The total ordinary shares which are the subject of the ESS Scheme are 5 844
456 In establishing this scheme, the Directors believe that the compensation
package recognises the hard work and contribution of dedicated employees while
fostering a culture of ownership within the Company. Equity participation
enhances employee engagement, motivation, as well as retention, ensuring that
individuals remain committed to driving the success of Andrada's operations
and projects. Importantly, the scheme enhances the achievement of the
Company's strategic objectives by retaining talent and incentivising employees
to commit to its long-term success.
Application for Admission
Application has been made to admit 17 391 447 ordinary shares to trading on
AIM. These ordinary shares will rank pari passu in all respects with the
existing ordinary shares in the Company. Admission in these ordinary shares,
and associated dealings, is expected to become effective on 27 February 2025.
Total voting rights
Following the admission of the ordinary shares on 27 February 2025, there will
be 1 671 679 053 outstanding shares in issue with equal voting rights. This
figure may be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.
*Willis Towers Watson Global Grading system
CONTACTS +27 (11) 268 6555
Andrada Mining Limited
Anthony Viljoen, CEO
Sakhile Ndlovu, Head of Investor Relations
NOMINATED ADVISOR & BROKER
Zeus Capital +44 (0) 20 2382 9500
Katy Mitchell
Andrew de Andrade
Harry Ansell
CORPORATE BROKER & ADVISOR
H&P Advisory Limited +44 (0) 20 7907 8500
Andrew Chubb
Jay Ashfield
Matt Hasson
Berenberg +44 (0) 20 3753 3040
Jennifer Lee
Natasha Ninkov
FINANCIAL PUBLIC RELATIONS
Tavistock +44 (0) 207 920 3150
Emily Moss
andrada@tavistock.co.uk
Josephine Clerkin
About Andrada Mining Limited
Andrada Mining Limited is listed on the London Stock Exchange (AIM), New York
(OTCQB) and Namibia Stock Exchange, and has mining assets in Namibia, a
top-tier investment jurisdiction in Africa. Andrada strives to produce
critical raw materials from a large resource portfolio, to contribute to a
more sustainable future, improved living conditions and the upliftment of
communities adjacent to its operations. Leveraging its strong foundation in
Namibia, Andrada is on a strategic path to becoming a leading African producer
of critical metals including tin, lithium, tungsten, tantalum and copper.
These metals are important enablers of the green energy transition, being
essential for components of electric vehicles, solar panels and wind turbines.
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Anthony Viljoen
2 Reason for the 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 Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 1) Ordinary share
Identification code 2) LTIP Share Options
GG00BD95V148
b) Nature of the transaction Change of exercise price of existing options
c) Price(s) and volume(s) Price(s) Volume(s)
1) 2.25p 1) 2 380 532 843,447
2) Nil 2) 3 980 353
d) Aggregated information Price(s) Volume(s)
1) 2.25p 1) 2 380 532
- Aggregated volume
- Price 2) Nil 2) 3 980 353
e) Date of the transaction [] February 2025
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
Price(s) Volume(s)
1) 2.25p 1) 2 380 532
2) Nil 2) 3 980 353
e)
Date of the transaction
[] February 2025
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Chris Smith
2 Reason for the notification
a) Position/status Chief Operational Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 1) Ordinary share
Identification code 2) LTIP Share Options
GG00BD95V148
b) Nature of the transaction Change of exercise price of existing options
c) Price(s) and volume(s) Price(s) Volume(s)
1) 2.25p 1) 1 422 598
2) Nil 2) 2 380 801
d) Aggregated information Price(s) Volume(s)
1) 2.25p 1) 1 422 598
- Aggregated volume
- Price 2) Nil 2) 2 380 801
e) Date of the transaction [] February 2025
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
Price(s) Volume(s)
1) 2.25p 1) 1 422 598
2) Nil 2) 2 380 801
e)
Date of the transaction
[] February 2025
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Frans van Daalen
2 Reason for the notification
a) Position/status Chief Strategy Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 1) Ordinary share
Identification code 2) LTIP Share Options
GG00BD95V148
b) Nature of the transaction Change of exercise price of existing options
c) Price(s) and volume(s) Price(s) Volume(s)
1) 2.25p 1) 1 491 787
2) Nil 2) 2 645 334
d) Aggregated information
Price(s) Volume(s)
- Aggregated volume 1) 2.25p 1) 1 491 787
- Price
2) Nil 2) 2 645 334
e) Date of the transaction [] February 2025
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
Price(s) Volume(s)
1) 2.25p 1) 1 491 787
2) Nil 2) 2 645 334
e)
Date of the transaction
[] February 2025
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Hiten Ooka
2 Reason for the 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 Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 1) Ordinary share
Identification code 2) LTIP Share Options
GG00BD95V148
b) Nature of the transaction Change of exercise price of existing options
c) Price(s) and volume(s) Price(s) Volume(s)
1) 2.25p 1) 1 418 919
2) Nil 2) 3 174 401
d) Aggregated information
Price(s) Volume(s)
- Aggregated volume 1) 2.25p 1) 1 418 919
- Price
2) Nil 2) 3 174 401
e) Date of the transaction [] February 2025
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
Price(s) Volume(s)
1) 2.25p 1) 1 418 919
2) Nil 2) 3 174 401
e)
Date of the transaction
[] February 2025
f)
Place of the transaction
XLON, AIM
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