REG - Red Rock Resources - Issue of Shares
RNS Number : 4237JRed Rock Resources plc09 April 2020Red Rock Resources Plc
("Red Rock" or the "Company")
Issue of Shares under Share Incentive Plan and Directors' Dealings
9 April 2020
Red Rock Resources Plc, the natural resource development company with interests in gold, manganese and other minerals, announces that on 8 April 2019 the Board of Directors, having received notification of the shares to be issued under the Company's Share Incentive Plan in respect of the 2019/20 tax year following a meeting of the Trustees of the Share Investment Plan ("SIP") on 1 April 2020, approved the issuance of 14,717,790 ordinary shares in the Company ("Ordinary Shares").
Under the terms of the SIP, once employees have satisfactorily completed their probationary period, they may sign up to both the Free Share Agreement and Partnership Share Agreement, however, they may only begin active participation in the Partnership Agreement at the beginning of the tax year.
Free Share Agreement - Free Share Award
Under the SIP, employees may be awarded up to £3,600 worth of Ordinary Shares in the Company in any one tax year. The ultimate decision on the quantum of award of Free Shares lies with the Directors, and this year, having regard to the uncertainties created by the coronavirus pandemic, the Directors did not consider it appropriate to award any Free Shares at a time when shareholders are fully exposed to significant falls in market prices.
Partnership Share Agreement - Share Award
In addition, employees may purchase up to £1,800 by a monthly deduction from salary (or up to a maximum of 10% of their salary, whichever is the lower) worth of Shares (the "Partnership Shares") in any one tax year. The Company will match these shares on a 2:1 basis (the "Matching Shares"). The Partnership and the Matching Shares are awarded with reference to the lower of the mid-market closing price at the beginning or at the end of the accumulation period.
Therefore, 4,905,930 Partnership Shares and 9,811,860 Matching Shares (being 14,717,790 Shares in aggregate) have been awarded with reference to the mid-market closing price of £0.00145 on 31 March 2020, which is the end of the accumulation period for the 2019/20 tax year.
The Directors have participated in the Partnership Share award and the above numbers include such participation, further details of which are set out below.
All shares awarded under the Partnership Share Agreement will be held by the SIP Trustees and such shares cannot be released to participants until five years after the date of the award, except in specific circumstances.
The Chairman of the Company, Andrew Bell, comments: "This Government-approved scheme has historically been a valuable way to incentivise staff and encourage them to hold shares in the Company. The commitment is made by employees at the beginning of the tax year, they make monthly payments throughout the year, and the shares vest at the end of the tax year. The Free Share element has been foregone this year, as it seemed inappropriate at the current time."
Directors' Participation
In respect of the 2019/20 tax year, all Directors were eligible to participate in Partnership Share Agreement. These shares awarded to Directors have been included in the table below, which sets out the total shareholding and interests of the Directors in the enlarged share capital of the Company:
Directors
New Ordinary Shares
Ordinary Shares
Total Shares
% of Issued Share Capital
Options
Warrants
Direct
Indirect*
Andrew R M Bell
3,724,137
31,238,520
11,552,617
42,791,137
6.14%
17,760,000
7,886,904
Michael C Nott
3,575,172
1,471,807
11,235,652
12,707,459
1.82%
900,000
-
Scott Kaintz
3,724,137
2,517,807
11,552,617
14,070,424
2.02%
15,680,000
1,785,714
Sam Quinn
3,694,344
2,206,766
9,605,944
11,812,710
1.70%
3,900,000
1,785,714
*The shares are being held indirectly via Red Rock Resources Plc Share Incentive Plan Trustees.
Admission to trading on AIM and Total Voting Rights
Application is being made to AIM for 14,717,790 new Ordinary Shares allotted in relation to the SIP for 2019/20 tax year to be admitted to trading on AIM. Admission of the 14,717,790 new Ordinary Shares is expected on or around 17 April 2019.
Following the issue of the 14,717,790 new Ordinary Shares the issued share capital of the Company consists of 696,767,452 ordinary shares of 0.01p each with voting rights. No Ordinary Shares are held in Treasury.
The above figure of 696,767,452 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 Disclosure and Transparency Rules.
For Further Information Contact:
Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc
Scott Kaintz 0207 747 9990 Executive Director Red Rock Resources Plc
Roland Cornish/Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Mark Treharne 0203 700 2500 Broker Pello Capital Limited
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
1. Andrew R M Bell
2. Sam Quinn
3. Michael C Nott
4. Scott Kaintz
2
Reason for the notification
a)
Position/status
1. Executive Chairman
2. Non-Executive Director
3. Non-Executive Director
4. 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
Red Rock Resources Plc
b)
LEI
213800383CFWX3U42W09
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
Ordinary Shares of £0.0001 each
Identification code
ISIN: GB00BYWKBV38
b)
Nature of the transaction
Issue of Shares under Share Incentive Plan
c)
Price(s) and volume(s)
Name
Price(s)
Volume(s)
Andrew R M Bell
£0.00145
3,724,137
Sam Quinn
£0.00145
3,575,172
Michael C Nott
£0.00145
3,694,344
Scott Kaintz
£0.00145
3,724,137
d)
Aggregated information
NA (single transaction for each PDMR)
- Aggregated volume
NA
- Price
NA
e)
Date of the transaction
9 April 2020
f)
Place of the transaction
Outside a trading venue
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 or visit www.rns.com.ENDIOEFLFFSSLIAIII
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