REG - Hummingbird Res. - 2023 LTIP & Deferred Share Awards and TVR
31/03/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230331:nRSe8525Ua&default-theme=true
RNS Number : 8525U Hummingbird Resources PLC 31 March 2023
Hummingbird Resources plc / Ticker: HUM / Index: AIM / Sector: Mining
31 March 2023
Hummingbird Resources plc
("Hummingbird" or the "Company")
2023 LTIP & Deferred Share Awards and TVR
Hummingbird Resources plc (AIM: HUM) announces that under the 2023 Long Term
Incentive Plan ("LTIP"), the Remuneration Committee ("RemCo") has approved the
grant of 20,622,436 restricted share units ("RSU") awards to employee
participants. The Company has also awarded an annual deferred share award to
Hummingbird's Non-executive Directors, in-line with previous years.
Since 2021, the Company has adopted a long-term employee incentive scheme that
comprises an annual discretionary cash award, which is based on both corporate
and personal targets being met, and an equity based LTIP, intended to better
align Hummingbird employee participants and shareholders with the objective of
creating medium to long term shareholder value.
The 2023 annual awards have been made in line with the LTIP rules, with the
Remuneration Committee continuing to adopt the relative Total Shareholder
Return performance criteria over the S&P Commodity Producer Gold Index in
order to be able to receive the LTIP equity award component (as detailed
below).
LTIP award vesting is subject to the performance criteria being met for each
respective tranche and continuous employment with positive performance. The
RSUs are expected to vest on 7 February 2026 in two tranches as follows:
a) Retention Tranche: 7,725,724 RSUs will be based on continuous
employment, malice provisions and the employee meeting personal and Company
targets; and
b) Relative TSR Tranche: 12,936,712 RSUs will be based on Relative Total
Shareholder Return from a share price of 7.79 pence against the S&P
Commodity Producers Gold Index, with 25% vesting for meeting the index, rising
on a straight-line basis to 100% for 5% outperformance.
Under the 2023 LTIP, 20,622,436 RSU awards have been approved and issued,
which include 5,359,215 in respect of Daniel Betts and 3,451,767 in respect of
Thomas Hill.
The RSUs under the 2023 LTIP consist of options granted over ordinary shares
in the Company ("Shares"), which have an exercise price of £0.01 per Share.
Once vested, any RSUs may be exercised by the holder during a set exercise
period determined by the Company and notified to the option holders. This is
intended to be a minimum of a one-week period per year when the Company is in
an "open period" under MAR. Unvested RSUs will normally lapse on cessation of
employment for any reason. The RSU holders will normally retain vested RSUs
following cessation of employment and will have two years from the date of
cessation of employment to exercise, after which the RSUs shall lapse.
Non-executive Director Deferred Share Awards
In the same way as previous years, as part of the Non-executive's
remuneration, each Non-executive Director will receive an annual deferred
share award with a value of £25,000, vesting one year from the award date,
subject to remaining in office. These awards must be retained and cannot
normally be sold until the individual ceases to hold office. For the year to
31 December 2023, the awards are as follows:
Name Position Total number of Deferred Share Awards
Attie Roux Non-executive Director 368,189
Ernie Nutter Non-executive Director 368,189
Stephen Betts Non-executive Director 368,189
David Straker-Smith Non-executive Director 368,189
Total 1,472,756
Founders Equity Alignment Plan ("FEAP")
Additionally, in accordance with the terms of the FEAP, the initial Management
Incentive Pool vested on 1 February 2023 with no value accruing to
participants, and a new Management Incentive Pool with a life of up to ten
years has been created on a consistent basis. No value will accrue to the
FEAP if the growth in shareholder value is less than 50% from 1 February 2023.
Issue of shares, Admission and Total Voting Rights
Further, the Company has issued 5,350,000 shares at a price of 10 pence per
share to Ananké Solutions (a West African logistics and mine operation
specialist consultant) as settlement, in lieu of cash, of an amount due of
US$652,500, in respect of strategic advice and provision of operational
support to improve performance at Yanfolila. These shares are subject to a
6-month lock in and 6-month orderly market provision thereafter.
Application has been made to the LSE for the admission of the 5,350,000 shares
to trading on AIM, which is expected to take effect on or around 4 April 2023
(''Admission'').
Following Admission, the Company's issued share capital will consist of
601,918,699 Ordinary Shares, all with voting rights. The Company currently
does not hold shares in treasury. The total number of voting rights in the
Company following Admission is therefore 601,918,699, which may be used which
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 under the FCA's Disclosure Guidance
and Transparency Rules.
**ENDS**
Notes to Editors:
Hummingbird Resources (AIM: HUM) is a multi-asset, multi-jurisdiction gold
production, development and exploration Company, member of the World Gold
Council and founding member of Single Mine Origin (www.singlemineorigin.com
(http://www.singlemineorigin.com) ). The Company currently has two core gold
projects, the operational Yanfolila Gold Mine in Mali, and the Kouroussa
Gold Mine in Guinea, which will more than double current gold production
when in production, scheduled for first gold pour the end of Q2 2023. Further,
the Company has a controlling interest in the Dugbe Gold
Project in Liberia that is being developed by Pasofino Gold Limited through
an earn-in agreement. The final feasibility results on Dugbe showcase 2.76Moz
in Reserves and strong economics such as a 3.5-year capex payback period once
in production, 14-year life of mine at a low AISC profile. Our vision is to
continue to grow our asset base, producing profitable ounces, while central to
all we do being our Environmental, Social & Governance ("ESG") policies
and practices.
For further information, please visit hummingbirdresources.co.uk
(https://www.hummingbirdresources.co.uk/) or contact:
Daniel Betts, CEO Hummingbird Resources plc Tel: +44 (0) 20 7409 6660
Thomas Hill, FD
Edward Montgomery, CD
James Spinney Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Ritchie Balmer Nominated Adviser
James Asensio Canaccord Genuity Limited Tel: +44 (0) 20 7523 8000
Gordon Hamilton Broker
Bobby Morse Buchanan Tel: +44 (0) 20 7466 5000
Oonagh Reidy Financial PR/IR Email: HUM@buchanan.uk.com (mailto:HUM@buchanan.uk.com)
George Cleary
PDMR forms
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Dan Betts
2. Reason for the notification
a. Position/status Interim Executive Chairman and CEO
b. Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Hummingbird Resources Plc
b. LEI 213800PBYMQ6Z2D7UZ96
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 Identification Ordinary Shares of 1 pence each
code
GB00B60BWY28
b. Nature of the transaction Restricted Share Units Awards to employees
c. Price(s) and volume(s)
Price/share Volume (s)
£0.01 5,359,215
d. Aggregated information
- Aggregated volume N/A
- Price
e. Date of the transactions 31 March 2023
f. Place of the transactions London Stock Exchange's AIM Market
d.
Aggregated information
- Aggregated volume
- Price
N/A
e.
Date of the transactions
31 March 2023
f.
Place of the transactions
London Stock Exchange's AIM Market
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Thomas Hill
2. Reason for the notification
a. Position/status Finance Director
b. Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Hummingbird Resources Plc
b. LEI 213800PBYMQ6Z2D7UZ96
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 Identification Ordinary Shares of 1 pence each
code
GB00B60BWY28
b. Nature of the transaction Restricted Share Units Awards to employees
c. Price(s) and volume(s)
Price/share Volume (s)
£0.01 3,451,767
d. Aggregated information
- Aggregated volume N/A
- Price
e. Date of the transactions 31 March 2023
f. Place of the transactions London Stock Exchange's AIM Market
d.
Aggregated information
- Aggregated volume
- Price
N/A
e.
Date of the transactions
31 March 2023
f.
Place of the transactions
London Stock Exchange's AIM Market
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Attie Roux
2. Reason for the notification
a. Position/status Non-Executive Director
b. Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Hummingbird Resources Plc
b. LEI 213800PBYMQ6Z2D7UZ96
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 Identification Ordinary Shares of 1 pence each
code
GB00B60BWY28
b. Nature of the transaction Deferred Share Awards
c. Price(s) and volume(s)
Price/share Volume (s)
£0.01 368,189
d. Aggregated information
- Aggregated volume N/A
- Price
e. Date of the transactions 31 March 2023
f. Place of the transactions London Stock Exchange's AIM Market
d.
Aggregated information
- Aggregated volume
- Price
N/A
e.
Date of the transactions
31 March 2023
f.
Place of the transactions
London Stock Exchange's AIM Market
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Ernie Nutter
2. Reason for the notification
a. Position/status Non-Executive Director
b. Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Hummingbird Resources Plc
b. LEI 213800PBYMQ6Z2D7UZ96
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 Identification Ordinary Shares of 1 pence each
code
GB00B60BWY28
b. Nature of the transaction Deferred Share Awards
c. Price(s) and volume(s)
Price/share Volume (s)
£0.01 368,189
d. Aggregated information
- Aggregated volume N/A
- Price
e. Date of the transactions 31 March 2023
f. Place of the transactions London Stock Exchange's AIM Market
d.
Aggregated information
- Aggregated volume
- Price
N/A
e.
Date of the transactions
31 March 2023
f.
Place of the transactions
London Stock Exchange's AIM Market
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Stephen Betts
2. Reason for the notification
a. Position/status Non-Executive Director
b. Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Hummingbird Resources Plc
b. LEI 213800PBYMQ6Z2D7UZ96
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 Identification Ordinary Shares of 1 pence each
code
GB00B60BWY28
b. Nature of the transaction Deferred Share Awards
c. Price(s) and volume(s)
Price/share Volume (s)
£0.01 368,189
d. Aggregated information
- Aggregated volume N/A
- Price
e. Date of the transactions 31 March 2023
f. Place of the transactions London Stock Exchange's AIM Market
d.
Aggregated information
- Aggregated volume
- Price
N/A
e.
Date of the transactions
31 March 2023
f.
Place of the transactions
London Stock Exchange's AIM Market
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name David Straker-Smith
2. Reason for the notification
a. Position/status Non-Executive Director
b. Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Hummingbird Resources Plc
b. LEI 213800PBYMQ6Z2D7UZ96
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 Identification Ordinary Shares of 1 pence each
code
GB00B60BWY28
b. Nature of the transaction Deferred Share Awards
c. Price(s) and volume(s)
Price/share Volume (s)
£0.01 368,189
d. Aggregated information
- Aggregated volume N/A
- Price
e. Date of the transactions 31 March 2023
f. Place of the transactions London Stock Exchange's AIM Market
d.
Aggregated information
- Aggregated volume
- Price
N/A
e.
Date of the transactions
31 March 2023
f.
Place of the transactions
London Stock Exchange's AIM Market
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCFZGFFRGMGFZMRecent news on Hummingbird Resources
See all newsREG - Nioko Resources Corp Hummingbird Res. - Offer Closed and Compulsory Acquisition
AnnouncementREG - Nioko Resources Corp Hummingbird Res. - Notice of Closure of the Offer
AnnouncementREG - Nioko Resources Corp Hummingbird Res. - Offer Update - Compulsory Acquisition Procedure
AnnouncementREG - AIM Hummingbird Res. - Cancellation - Hummingbird Resources Plc
AnnouncementREG - Hummingbird Res. - Upcoming Final Day of Trading Reminder
Announcement