Last checked at 18 Feb 2014 10:00
Ortac Resources Ltd / Epic: OTC / Market: AIM / Sector: Mining & Exploration
18 February 2014
Ortac Resources Limited ('Ortac' or 'the Company')
Reorganisation and Repricing of Options
Ortac Resources Ltd, the AIM listed exploration and development company, announces that it has it has reorganised, cancelled, re-priced and reallocated (the "Reorganisation") a total of 213.5 million of the currently issued and outstanding 269.8 million share options held by the directors, key management and employees of the Company and others.
At the same time it has also issued a further 9.5 million share options in the Company, bringing the total share options in issue to 279.3 million amounting to 11.1 % of the issued share capital (options issued and outstanding before the Reorganisation amounted to 10.7 % of the issued share capital).
The share options which have been reorganised were originally issued in two groups: the first group, in the amount of 93.5 million options, were issued on 28 July 2010 and 19 October 2010 following the reverse takeover of Templar Minerals Ltd by Ortac Resources Plc (the "IPO Options"). The second group amounting to 120 million share options in aggregate, as announced on 9 March 2012 and 7 August 2013, were issued in 3 tranches respectively (the "Tranche Options").
The IPO Options have had their exercise period halved from ten years to five years. Further, and with the exception of 8.5 million options granted to certain employees in Slovakia, their quantum has also been halved from 93.5 million to 42.5 million share options. The exercise price of all of the IPO Options has been re-priced from 1.0p per share to 0.35p per share. As to the Tranche Options they have been re-priced from 1.1p per share, 1.4p per share and 1.8p per share, to 0.30p per share, 0.38p per share and 0.48p per share respectively. Their quantum and exercise periods remain unchanged.
The reorganisation and re-pricing exercise brings the strike price of the share options more into line with the current market price of the Company's shares and should now deliver a viable incentive and reward package to the Directors, key management and employees of the Company.
The share option holdings by Directors of Ortac before and after the Reorganisation are summarised as follows:
Options before Reorganisation (Millions) | Options as Reorganised (Millions) | |||||||||||
Expiry Date | 31-Dec-20 | 30-Jun-17 | 31-Dec-17 | 31-Dec-18 | 31-Dec-15 | 30-Jun-17 | 31-Dec-17 | 31-Dec-18 | 31-Dec-15 | |||
Strike Price pence per Share | 1.00 | 1.10 | 1.40 | 1.80 | Total | 0.35 | 0.30 | 0.38 | 0.48 | 1.00 | Total | |
Vassilios Carellas | CEO | 30.0 | 5.0 | 2.5 | 2.5 | 40.0 | 15.0 | 15.0 | 7.5 | 7.5 | - | 45.0 |
Anthony Balme | Executive Chairman | 20.0 | 4.0 | 2.0 | 2.0 | 28.0 | 10.0 | 8.0 | 4.0 | 4.0 | - | 26.0 |
Dave Paxton | Non Executive Director | 5.0 | 2.5 | 1.3 | 1.3 | 10.0 | 2.5 | 7.5 | 3.8 | 3.8 | - | 17.5 |
Paul Heber | Non Executive Director | - | - | - | - | - | - | 7.5 | 3.8 | 3.8 | - | 15.0 |
Options to Directors | 55.0 | 11.5 | 5.8 | 5.8 | 78.0 | 27.5 | 38.0 | 19.0 | 19.0 | - | 103.5 | |
Options to non directors | 94.8 | 38.5 | 29.3 | 29.3 | 191.8 | 23.5 | 43.0 | 26.5 | 26.5 | 56.3 | 175.8 | |
TOTAL OPTIONS OUTSTANDING | 149.8 | 50.0 | 35.0 | 35.0 | 269.8 | 51.0 | 81.0 | 45.5 | 45.5 | 56.3 | 279.3 | |
The number of ordinary shares currently in issue is 2,515,679,020 with share options and investor warrants outstanding over 279,300,000 and 36,500,000 ordinary shares respectively.
The restructuring of the share options to the Directors constitutes a related party transaction under the AIM Rules for Companies (the "AIM Rules"). Where a Company enters into a related party transaction the independent Directors of the Company are required by the AIM Rules to consult with the Company's Nominated Adviser. In this circumstance there are no independent Directors. Accordingly, Cantor Fitzgerald Europe, as the Company's Nominated Adviser for the purpose of the AIM Rules, confirms that it considers the Restructuring to be fair and reasonable in so far as shareholders are concerned.
**ENDS**
For further information please visit www.ortacresources.com or contact:
Vassilios Carellas Ortac Resources Ltd Tel: +44 (0) 20 7389 9050
Stewart Dickson Cantor Fitzgerald Europe Tel: +44 (0) 20 7894 7000
Catherine Leftley Cantor Fitzgerald Europe Tel: +44 (0) 20 7894 7000
Jeremy Stephenson Cantor Fitzgerald Europe Tel: +44 (0) 20 7894 7000
Jonathan Williams RFC Ambrian Limited Tel: +44 (0) 20 3440 6800