African Pioneer PLC Issue of Options and Director/PDMR Dealing (7231N)
January 24 2023 - 8:22AM
UK Regulatory
TIDMAFP
RNS Number : 7231N
African Pioneer PLC
24 January 2023
24 January 2023
African Pioneer Plc
("African Pioneer" or "the Company")
Issue of Options
African Pioneer (TIDM: AFP), the copper-gold exploration and
development company, announces that , in aggregate, 16,850,00
options over ordinary shares of no par value in the capital of the
Company ("Ordinary Shares") have been granted pursuant to the
Executive Share Option Scheme approved at the Company's Annual
General Meeting ("AGM") held on 23 August 2022 (the "Options"). Of
the 16,850,000 Options, 6,600,000 have been awarded to directors of
the Company, as detailed further below and the balance of
10,250,000 to other eligible participants including 850,000 Options
to eligible participants who are Concert Party members. The Company
has not previously issued any Options.
Summary of the Options awarded :
Total number of A total of 16,850,000 Options have been awarded.
options:
Exercise prices All the Options have an exercise price of
& award date: 4.5 pence per Ordinary Share and vested on
issue.
Purpose of options: To incentivise and retain directors, officers,
consultants and employees critical to enhancing
the future market value of the Company and
have been issued at a significant premium
to the 30 day volume weighted average share
price ("VWAP") when the Options were approved.
30 day VWAP when The 30 day VWAP to 23 January 2023, being
Options approved: the latest practicable date prior to the
approval of the Options by the Company's
Board, was 2.945 pence per share.
Prevailing share The Company's mid-market closing share price
price: on 23 January 2023, being the latest practicable
date prior to the issue of this announcement,
was 3.3 pence.
Exercise prices Premium to:
versus abovementioned
VWAP and prevailing
share price:
----------------------------
Prevailing 30 day
closing VWAP
share price
Exercise price of 4.5
pence 36% 53%
Life of Options: The options expire on 22 January 2033 being
the date one day prior to the tenth anniversary
of the award of the Options.
Exercise period: The Options can be exercised any time after
vesting and prior to their scheduled expiry
and must be exercised within 6 months of
an option holder leaving the Company or within
12 months of the death of an option holder.
Options awarded Directors No. of Options
to the Directors Executive Directors:
Colin Bird Executive Chairman
* 5,000,000
Christian Cordier Commercial
Director* 500,000
Raju Samtani Finance Director* 600,000
Non Executive Directors:
Kjeld Thygesen Independent
* 500,000
James Cunnigham-Davis Nil
Total Directors 6,600,000
* Member of Concert Party.
Options awarded PDMR No. of Options
to PDMR Michael Allardice * 1,500,000
* Issued to Quantum Capital and Consulting Ltd the personal
service company of Michael Allardice
Options awarded Other Concert Party Member No. of Options
to other Concert Modisana Botsile 350,000
Party Members Wilhelm Shali 500,000
Total Other Concert Party 850,000
The issue of the Options to Concert Party members does not
itself give rise to any implications under the City Code on
Takeovers and Mergers (the "City Code") but the exercise of Options
held by Concert Party members and the resultant issue of Ordinary
Shares may do so. The purpose of the issue of the Options is t o
incentivise and retain directors, officers, consultants and
employees critical to enhancing the future market value of the
Company and not to allow Concert Party members to control the
Company.
Accordingly, to avoid the risk of an exercise of an Option by a
Concert Party Member unintentionally triggering a mandatory offer
under the City Code if i) an Optionholder is a member of a Concert
Party and ii) they wish to exercise some or all of their Options
and the exercise of their Options and the subsequent issue of
Ordinary Shares to them would under the City Code require them to
make a mandatory offer then they are not permitted to exercise
their Options but they are allowed instead to assign the Options to
the Company's broker for the Company broker to exercise the Options
and sell the Ordinary Shares in the market.
Following the grant of Options, the total number of options
outstanding over unissued ordinary shares is 16,850,000
representing 8.79% of the Company's current issued share capital.
The 6,600,000 Options issued to Directors represent 3.44% of the
Company's current issued share capital.
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
African Pioneer Plc
Colin Bird
Executive Chairman +44 (0) 20 7581 4477
Beaumont Cornish (Financial Adviser)
Roland Cornish +44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
or visit https://africanpioneerplc.com/
Notification of Transactions of Directors/Persons Discharging
Managerial Responsibility and Connected Persons
Details of the person discharging managerial responsibilities
/ person closely associated
a) Names Colin Bird Executive Chairman
Christian Cordier Business Development Director
------------------------------
Kjeld Thygesen Independent Non-Executive
Director
------------------------------
Raju Samtani Finance Director
------------------------------
Michael Allardice PDMR
------------------------------
--------------------------- ------------------------------------------------------
2. Reason for the Notification
-----------------------------------------------------------------------------------
a) Position/status See 1(a) above for positions
--------------------------- ------------------------------------------------------
b) Initial notification/ Initial Notification
Amendment
--------------------------- ------------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------
a) Name African Pioneer Plc
--------------------------- ------------------------------------------------------
b) LEI 213800QQF8O18CMJPW43
--------------------------- ------------------------------------------------------
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 In each case, the grant of Options over
the Financial instrument, Ordinary Shares of no par value
type of instrument
Identification ISIN: IM00B8C0HK22
code
--------------------------- ------------------------------------------------------
b) Nature of the transaction Grant of Options over Ordinary Shares
--------------------------- ------------------------------------------------------
c) Price(s) and volume(s) Person No. of Options Exercise Price
Colin Bird 5,000,000 4.5 pence
--------------- ---------------
Christian Cordier 500,000 4.5 pence
--------------- ---------------
Kjeld Thygesen 500,000 4.5 pence
--------------- ---------------
Raju Samtani 600,000 4.5 pence
--------------- ---------------
Michael Allardice 1,500,000 4.5 pence
--------------- ---------------
--------------------------- ------------------------------------------------------
d) Aggregated information: N/A
* Aggregated volume
* Price
--------------------------- ------------------------------------------------------
e) Date of the transaction 2023-01-23
--------------------------- ------------------------------------------------------
f) Place of the transaction Outside a trading venue
--------------------------- ------------------------------------------------------
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