REG - Tertiary Minerals - Adoption of Discretionary Executive Bonus Scheme

Tertiary MineralsAnnouncement

18/11/2024 14:15

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RNS Number : 6610M  Tertiary Minerals PLC  18 November 2024

 

18 November 2024

 

Tertiary Minerals plc ("Tertiary" or the "Company")

 

Adoption of discretionary executive Bonus Scheme

The Company advises that, at a meeting held earlier today (the "Board
Meeting"), the Board of Directors approved the adoption of a discretionary
salary bonus scheme (the "Approved Scheme") recommended to it by the
Remuneration Committee of the Board (comprised of the non-executive directors)
that will be considered annually for the Company's Chief Executive Officer
("CEO"). No such scheme has been in existence up to this point.

 

Approved Scheme Terms & Conditions

 

Under the Approved Scheme, a bonus award, if any, will, ordinarily, be for a
total amount of up to an equivalent of 30% of annual salary and will,
ordinarily, be payable in shares (at the then market price, net of employee
income tax & NI). The Remuneration Committee will have the discretion to
recommend that 25% of any bonus is paid in cash. Any shares issued pursuant to
a bonus award will be subject to a hold period of two years except in the
event that there is a takeover offer for the entire share issued capital of
the Company.

 

Fifty percent of any discretionary bonus amount will be based on the
Remuneration Committee's assessment of the CEO's performance during the
relevant calendar year in the administration and management of the Company and
its subsidiaries and 50% of any bonus will be assessed against the achievement
in respect of specific short-term target outcomes during the calendar year
where the CEO is able to influence those outcomes. While the bonus assessment
will be focused on short-term targets, medium-term, long-term and
non-timeframe specific targets have and will be set by the Remuneration
Committee reflecting the Company's overarching aims and with the intent that
medium-term and long-term targets will likely become short-term targets over
time.

 

In extraordinary circumstances, and for transformational outcomes, it is
proposed that the bonus could be increased in any calendar year up to 100% of
salary at the Remuneration Committee's discretion.

 

Bonus Award For 2023

 

At the Board Meeting, the Board adopted the recommendations of the
Remuneration Committee that the current CEO, Mr Patrick Cheetham, be awarded a
bonus equal to 21% of his 2023 salary in respect of the 2023 calendar year
(the "2023 Bonus"). Mr Cheetham has requested that the 2023 Bonus be paid
gross in shares on the basis that he pay over to the Company the associated
employee PAYE and employee NI. The Board agreed to this request as it results
in a lower cash cost to the Company for the 2023 Bonus. As a result, it was
agreed at the Board Meeting to issue 38,174,524 new Ordinary Shares at a price
of 0.0725 pence per share being the closing mid-market price on Friday 15
November 2024 (the "Bonus Shares").

 

Mr Cheetham has agreed the two-year hold period in respect of the Bonus Shares
with the Company.

 

Admission

The Bonus Shares will rank pari passu with the Company's existing ordinary
shares. Application has been made to the London Stock Exchange for admission
of the Bonus Shares to trading on AIM ("Admission"). Admission is expected to
occur at 8.00 a.m. on or around Friday 22 November 2024.

Total Voting Rights

Following the issue of the Bonus Shares, the Company's issued share capital
will consist of 3,713,009,573 Ordinary Shares with a nominal value of 0.01p
each, with voting rights ("Ordinary Shares"). The Company does not hold any
Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in
the Company with voting rights will be 3,713,009,571. This figure may be used
by shareholders in the Company as denominator for the calculations by which
they may determine if they are required to notify their interest in, or a
change to their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.

 

 

Further Information:

 Tertiary Minerals plc:
 Patrick Cheetham, CEO & Executive Chairman      +44 (0) 1625 838 679
 SP Angel Corporate Finance LLP

 Nominated Adviser and Broker
 Richard Morrison                                +44 (0) 203 470 0470
 Caroline Rowe
 Peterhouse Capital Limited

 Joint Broker
 Lucy Williams                                   + 44 (0) 207 469 0930
 Duncan Vasey

 

Market Abuse Regulation

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 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM.

 1   Details  of  the  person   discharging  managerial   responsibilities
     I person closely associated
 a)  Name                                                           Patrick Cheetham
 2   Reason for the notification
 a)  Position/status                                                Chief Executive Officer & Executive Chairman
 b)  Initial notification /Amendment                                Initial notification
 3   Details  of  the  issuer,  emission  allowance  market   participant,
     auction  platform, auctioneer or auction monitor
 a)  Name                                                           Tertiary Minerals plc
 b)  LEI                                                            213800OT9C6DQN9VO543

 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 0.01 pence each

     Identification code                                            GB0008854563

 b)  Nature of the transaction                                      Discretionary executive bonus share award
 c)  Price(s) and volume(s)

Price(s)      Volume
                                                                    0.0725 pence  38,174,524

 d)  Aggregated information

     - Aggregated volume                                            N/A (Single transaction)

     - Price

 e)  Date of the transaction                                        18 November 2024

                                                                    11:00 GMT

 f)  Place of the transaction                                       Outside a trading venue (XOFF)

d)

Aggregated information

- Aggregated volume

- Price

 

 

N/A (Single transaction)

 

e)

Date of the transaction

18 November 2024

11:00 GMT

 

f)

Place of the transaction

Outside a trading venue (XOFF)

 

 

 

 

 

 

 

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