Employee Share Trust & Grant - Amended
April 08 2010 - 11:07AM
UK Regulatory
TIDMEGU
RNS Number : 9205J
European Goldfields Ltd
08 April 2010
For Immediate Release
08 April 2010
European Goldfields Limited
Establishment of Employee Share Trust and Finalisation of Special Grant
The following amendment has been made to the announcement released on 8 April at
13:38 under RNS No 9020J:
In the fifth paragraph, the words "subject to the relevant approval by
shareholders at the Meeting" has been deleted. Application for the admission of
the 500,000 shares to trading on the AIM Market of the London Stock Exchange is
not subject to shareholder approval at the Company's forthcoming annual general
meeting.
All other details remain the same.
The full amended text is shown below.
8 April 2010 - European Goldfields Limited (TSX / AIM: EGU) ("European
Goldfields" or the "Company") announces that it has executed a trust deed
constituting the European Goldfields Employee Share Trust (the "Trust") which is
operated by an independent trustee (the "Trustee"). The establishment of the
Trust enables the Trustee to acquire shares in the Company and to make available
interests in those shares as jointly owned equity ("JOE") for the benefit of
current and future employees under the Company's Share Option Plan and
Restricted Share Unit ("RSU") Plan (the "Plans").
The Company has amended its Plans to enable the grant of share options and RSUs
in the form of JOE awards, with the shares underlying such awards being jointly
owned by the Trust and employees. The amendments to facilitate the JOE
structure in each of the Plans do not alter the commercial or economic terms of
the Plans or the benefits to the employees. The Company will be seeking
approval from its shareholders at its annual general meeting (the "Meeting") on
12 May 2010 for these amendments. Requisite regulatory approvals have already
been sought. The Management Proxy Circular for the Meeting will contain full
details of the amendments to the Plans.
On 1 April, 2010, the Trustee subscribed for 500,000 shares of the Company at a
price per share of C$6.7093 under the JOE structure, which relate to the RSUs
described below. Neither the Trustee nor any employee is entitled to vote or
receive dividends in respect of these shares. None of these shares will vest
until after the Meeting, and only then after the achievement of certain
performance targets. To the extent that the relevant approvals are not
obtained, the JOE awards will be cancelled.
As per the Company's news release dated 18 March 2010, the awards in relation to
the Special Grant previously approved by the Company's Board have been
finalised. In total, the Company awarded 550,000 performance RSUs and 1.6
million performance options (priced as previously disclosed), subject to the
achievement of (i) key corporate milestones and value drivers, in respect of the
RSUs, and (ii) sustained share price appreciation, in respect of the share
options. Messrs Rachovides and Morgan-Wynne have each been awarded 150,000
performance RSUs and 500,000 performance options. Messrs Forward and
Dimitriadis have each been awarded 25,000 performance RSUs and 150,000
performance options. Subject to the approval of shareholders, 300,000 out of
the 550,000 Special Grant performance RSUs in respect of Messrs Rachovides and
Morgan-Wynne, along with a further 200,000 RSUs with similar performance
conditions in respect of Martyn Konig (as previously disclosed), have been
transferred into the JOE structure.
Application has been made for the admission of the 500,000 shares to trading on
the AIM Market of the London Stock Exchange, which is expected to occur at 8.00
a.m. on 14 April 2010. Application will also be made to list the 500,000 shares
on the Toronto Stock Exchange.
About European Goldfields
European Goldfields is a developer-producer with globally significant gold
reserves located within the European Union. The Company generates cash flow from
its 95%-owned Stratoni operation, a high grade lead/zinc/silver mine in
North-Eastern Greece and the sale of gold concentrates from Olympias. European
Goldfields will evolve into a mid-tier producer through responsible development
of its project pipeline of gold and base metal deposits at Skouries and Olympias
in Greece and Certej in Romania. The Company plans future growth through
development of its highly prospective exploration portfolio in Greece, Romania
and Turkey.
For further information please see the Company's new website at
www.egoldfields.com
For further information please contact:
European Goldfields: Buchanan
Communications:
Martyn Konig, Executive Chairman Bobby Morse /
Katharine Sutton / James Strong
Sally Schofield, VP Investor Relations e-mail:
bobbym@buchanan.uk.com
e-mail: info@egoldfields.com Tel: +44
(0)20 7466 5000
Tel: +44 (0)20 7408 9534
RBC Capital Markets:
Josh Critchley
e-mail: joshua.critchley@rbccm.com
Matthew Coakes
e-mail: matthew.coakes@rbccm.com
Tel: +44 (0)20 7653 4000
Forward-looking statements
Certain statements and information contained in this document, including any
information as to the Company's future financial or operating performance and
other statements that express management's expectations or estimates of future
performance, constitute forward-looking information under provisions of Canadian
provincial securities laws. When used in this document, the words "anticipate",
"expect", "will", "intend", "estimate", "forecast", "planned" and similar
expressions are intended to identify forward-looking statements or information.
Forward-looking statements include, but are not limited to, the estimation of
mineral reserves and resources, the timing and amount of estimated future
production, costs and timing of development of new deposits, permitting time
lines and expectations regarding metal recovery rates. Forward-looking
statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties and contingencies.
The Company cautions the reader that such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
actual financial results, performance or achievements of the Company to be
materially different from its estimated future results, performance or
achievements expressed or implied by those forward-looking statements and the
forward-looking statements are not guarantees of future performance. These
risks, uncertainties and other factors include, but are not limited to: changes
in the price of gold, base metals or certain other commodities (such as fuel and
electricity) and currencies; uncertainty of mineral reserves, resources, grades
and recovery estimates; uncertainty of future production, capital expenditures
and other costs; currency fluctuations; financing and additional capital
requirements; the successful and timely permitting of the Company's Skouries,
Olympias and Certej projects; legislative, political, social or economic
developments in the jurisdictions in which the Company carries on business;
operating or technical difficulties in connection with mining or development
activities; the speculative nature of gold and base metals exploration and
development, including the risks of diminishing quantities or grades of
reserves; the risks normally involved in the exploration, development and mining
business; and risks associated with internal control over financial reporting.
For a more detailed discussion of such risks and material factors or assumptions
underlying these forward-looking statements, see the Company's Annual
Information Form for the year ended 31 December 2009, filed on SEDAR at
www.sedar.com. The Company does not intend, and does not assume any obligation,
to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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