REG - Caledonia Mining Crp - Issue of New Long Term Incentive Plan Awards

Caledonia MiningAnnouncement

10/04/2024 07:15

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RNS Number : 9320J  Caledonia Mining Corporation PLC  10 April 2024

Caledonia Mining Corporation Plc

(NYSE AMERICAN, AIM and VFEX: CMCL)

Issue of Securities Pursuant to Long Term Incentive Plan Awards and Issue of
New Long Term Incentive Plan Awards

 

St Helier, April 10, 2024:  Caledonia Mining Corporation Plc ("the Company"
or "Caledonia") announces that following the vesting of long-term incentive
plan awards ("LTIPs") on April 2, 2024, which were awarded under the Company's
2015 Omnibus Equity Incentive Compensation Plan (the "Plan"), a total of 335
common shares of no par value in the Company are being issued to members of
staff within the Company's group (none of whom are "Persons Discharging
Managerial Responsibility" ("PDMRs") within the meaning of the Market Abuse
Regulation (EU) No. 596/2014), including in the form of Zimbabwe depositary
receipts in respect of such shares, on or about April 12, 2024.

 

The Plan was established in 2015 and LTIPs have been awarded since then to
increase alignment between Caledonia's management's performance and
shareholders' expectations, and to improve employee incentivisation and
retention.

 

Application has been made by Caledonia for the admission of depositary
interests representing the shares to trading on AIM and it is anticipated that
trading in such securities will commence on or about April 12, 2024.

 

Following issue of the shares pursuant to the vesting LTIPs, the Company will
have a total number of shares in issue of 19,194,860 common shares of no par
value each.  Caledonia has no shares in treasury; therefore, this figure may
be used by holders of securities in the Company as the denominator for the
calculations by which they determine if they are required to notify their
interest in, or a change to their interest in, the Company.

 

Caledonia further announces that on April 8, 2024 it granted new LTIPs to 100
members of staff in the group, of which 69 are based in Zimbabwe.  Of the
LTIPs awarded, PDMRs are (or will be in the case of Mr Mufara) receiving the
following awards:

 

 Name of PDMR      Position                              Value
 Mark Learmonth    Director and Chief Executive Officer  US$479,722.50
 Victor Gapare     Executive Director                    US$200,417.37
 Chester Goodburn  Chief Financial Officer               US$138,586.50
 James Mufara      Chief Operations Officer              US$135,218.98 1  (#_ftn1)

 

The LTIPs are in the form of Performance Units ("PUs") as defined in the Plan.
The vesting date for the PUs awarded to PDMRs shall be the first business day
in April 2027 (whereas LTIPs for non-executives vest in tranches of a third
each year in April).

 

The number of PUs awarded is equal to the monetary value of the award divided
by the "Fair Market Value" (as defined in the Plan) of the Company's shares,
being the greater of (i) the closing price of Caledonia's shares on the NYSE
American on the trading day preceding the date of the award or (ii) the
volume-weighted average closing price of Caledonia's shares on the NYSE
American for the five days preceding the date of the award, which resulted in
a price of US$10.91 for PUs awarded on April 8, 2024.

 

The final number of PUs which vest on maturity of the awards (in April 2027
for PUs awarded to PDMRs, and in tranches in April 2025, 2026 and 2027 for
non-executives) will be adjusted to reflect the actual performance of the
Company in terms of various operating metrics including gold production at
Blanket Mine, improvement in the amount of resources and reserves at Blanket
Mine, success at the Company's exploration projects and the development of the
Bilboes sulphide project, subject to certain minimum and maximum thresholds.

 

Each PU that vests entitles the PDMR to receive one Caledonia common share (or
a security representing a share) on the maturity of the award.  Shares that
are issued to PDMRs pursuant to vesting PUs are subject to a minimum holding
period of one year in case vested awards become subject to forfeiture,
reduction or cancellation. LTIPs awarded to non-executives entitle the awardee
to opt for the cash value of the vesting PUs rather than shares, or a
combination.

 

Further to the announcement on April 8, 2024 concerning Mr Mufara being
appointed as the new Chief Operating Officer from May 1, 2024, Mr Mufara will
receive, as soon as possible after his employment commences, or, if later,
after the end of any current closed period during which his employment
commences, a number of Restricted Share Units pursuant to the Plan ("RSUs")
with a value of 5 million South African Rands to compensate him for foregoing
long term incentive plan awards granted by his previous employer.  The number
of RSUs awarded will be at the "Fair Market Value" at the time of grant.  The
RSUs have no performance requirement other than continued employment and will
vest on September 30, 2024, or on the next applicable date that is not within
a closed period. Dividends paid during the vesting period will be reinvested
in additional RSUs.  Each RSU that vests will entitle Mr Mufara to receive
one Caledonia common share (or a security representing a share) on the
maturity of the award.  Shares that are issued are subject, similarly to PUs,
to a minimum holding period of one year in case vested awards become subject
to forfeiture, reduction or cancellation.

 

Enquiries:

 Caledonia Mining Corporation Plc

 Mark Learmonth                                              Tel: +44 1534 679 800

 Camilla Horsfall                                            Tel: +44 7817 841 793
 Cavendish Capital Markets Limited (Nomad and Joint Broker)

 Adrian Hadden                                               Tel: +44 207 397 1965

 Pearl Kellie                                                Tel: +44 131 220 9775
 Liberum Capital Limited (Joint Broker)

 Scott Mathieson                                             Tel: +44 20 3100 2000

 Matt Hogg
 Camarco, Financial PR (UK)

 Gordon Poole                                                Tel: +44 20 3757 4980

 Julia Tilley

 Elfie Kent
 3PPB (Financial PR, North America)

 Patrick Chidley                                             Tel: +1 917 991 7701

 Paul Durham                                                 Tel: +1 203 940 2538
 Curate Public Relations (Zimbabwe)

 Debra Tatenda                                               Tel: +263 77802131
 IH Securities (Private) Limited (VFEX Sponsor - Zimbabwe)

 Lloyd Mlotshwa                                              Tel: +263 (242) 745 119/33/39

 

 1  (#_ftnref1) Note that Mr Mufara's award will be made as soon as possible
after his employment commences, or, if later, after the end of any current
closed period during which his employment commences.  His award of PUs is
prorated to reflect that his employment is due to commence on May 1, 2024 i.e.
is therefore reduced by 4 months of a total performance period of 36 months.

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