Last checked at 16 Mar 2021 07:00
16 March 2021
Arc Minerals Ltd
('Arc' or the 'Company')
Surrender of Share Options
Arc Minerals announces that 75,837,378 share options have been surrendered by a number of persons discharging managerial responsibility ("PDMR"). The Company has taken that decision to reduce the potential dilutive impact which would arise from the exercise of share options in order to optimise the potential upside of its value per ordinary share of the Company.
The share options, further details of which are set out below, are currently exercisable at a profit.
In lieu of this surrender, the share option holders will be compensated in line with the Black-Scholes fair value model, using a 10-day VWAP of 6.94p through cash and / or shares to be issued at the Company's discretion to a total value of £3,474,179 ("Consideration"). It remains the Company's priority in respect of the surrender of options not to issue further shares to management thereby avoiding diluting shareholders' interests.
In order to protect the cash resources of the Company, the compensation schedule will be phased over the next 3 years at the Company's discretion ("Payment Period") and which would coincide with the expected cash flows of the Company's planned Cheyeza East plant.
Details of the cancelled options:
Option Holder | Number of Share Options | Strike price pence | Expiry date of share option |
Brian McMaster | 375,000 | 3.000 | 23/03/2022 |
Brian McMaster | 1,200,000 | 4.500 | 30/05/2023 |
Brian McMaster | 800,000 | 4.500 | 05/07/2024 |
Brian McMaster | 2,000,000 | 3.000 | 05/06/2023 |
Ian Lynch | 973,334 | 4.500 | 05/07/2024 |
Ian Lynch | 3,000,000 | 3.000 | 05/06/2023 |
Nicholas von Schirnding | 1,400,000 | 3.000 | 23/03/2022 |
Nicholas von Schirnding | 6,220,195 | 2.625 | 17/11/2022 |
Nicholas von Schirnding | 4,000,000 | 4.500 | 30/05/2023 |
Nicholas von Schirnding | 4,000,000 | 4.500 | 05/07/2024 |
Nicholas von Schirnding | 14,000,000 | 3.000 | 05/06/2023 |
Rémy Welschinger | 1,600,000 | 4.500 | 05/07/2024 |
Rémy Welschinger | 2,980,000 | 4.500 | 22/11/2024 |
Rémy Welschinger | 11,000,000 | 3.000 | 05/06/2023 |
Vassilios Carellas | 650,000 | 5.000 | 12/05/2021 |
Vassilios Carellas | 700,000 | 3.000 | 23/03/2022 |
Vassilios Carellas | 5,805,515 | 2.625 | 17/11/2022 |
Vassilios Carellas | 3,000,000 | 4.500 | 30/05/2023 |
Vassilios Carellas | 3,133,334 | 4.500 | 05/07/2024 |
Vassilios Carellas | 9,000,000 | 3.000 | 05/06/2023 |
There remains 16,333,334 share options outstanding.
In the event that some or all of the Consideration is to be settled by the issuance of new ordinary shares of the Company ("New Shares"), the issue price of those New Shares shall be a price equal to the 10 day volume-weighted average price of the ordinary shares of the Company traded on AIM in the 10 trading days immediately prior to the date upon which a settlement notice is issued by the Company to the former share option holder.
The former share option holders shall each be responsible for any tax due in respect of the Consideration and shall indemnify the Company on a continuing basis in respect of any income tax or national insurance contributions due in respect of the Consideration (and any related interest, penalties, costs and expenses).
In the event that the former option holder is in possession of relevant price sensitive information or is restricted from dealing pursuant to the provisions of the Company's share dealing code or by any other applicable law or regulation and is thereby precluded from receiving any Consideration by the issuance of New Shares or any part thereof (including when the Company is deemed to be in a close period), then the Payment Period shall be deemed to be extended until the date which falls 10 business days after the later of the date on which the former option holder ceases to be an insider (as defined in the Criminal Justice Act 1993 and the Financial Services and Markets Act 2000) or the date on which the close period ends, or the close period concludes, or the former option holder is otherwise no longer prohibited from dealing in the ordinary shares of the Company.
Related Party Transaction
The cancellation of share options and subsequent compensation for Brian McMaster, Nicholas von Schirnding and Rémy Welschinger is considered a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The Director independent of the cancellation of share options and subsequent compensation (being Caleb Mulenga), considers, having consulted with SP Angel, the Company's nominated adviser, that the cancellation of share options is fair and reasonable in so far as Arc's shareholders are concerned.
1. | Details of PDMR / person closely associated with them ('PCA') | |||||||||||||||||||
a) | Name | 1. Brian McMaster 2. Nicholas von Schirnding 3. Rémy Welschinger 4. Vassilios Carellas 5. Ian Lynch
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2. | Reason for Notification | |||||||||||||||||||
a) | Position/status | 1. Non-executive Director 2. Executive Chairman 3. Finance Director 4. Chief Operating Officer 5. Person Discharging Managerial Responsibility (non-board) | ||||||||||||||||||
b) | Initial notification/ amendment | Initial notification | ||||||||||||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||||||||
a) | Name | Arc Minerals Limited | ||||||||||||||||||
b) | LEI | 213800XHFJVCC9GP2G75 | ||||||||||||||||||
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 Identification code | Ordinary shares of no par value
VGG045791016 | ||||||||||||||||||
b) | Nature of the transaction | Surrender of share options over ordinary shares of the Company | ||||||||||||||||||
c) | Price(s) and volume(s)
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d) | Aggregated Information Aggregated volume Price |
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e) | Date of the transaction
| 15 March 2021 | ||||||||||||||||||
f) | Place of the transaction | Outside of a trading venue | ||||||||||||||||||
**ENDS**
Contacts
Arc Minerals Ltd Nick von Schirnding (Executive Chairman)
| +44 (0) 20 7917 2942
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SP Angel (Nominated Adviser & Joint Broker) Ewan Leggat / Adam Cowl
| +44 (0) 20 3470 0470
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WH Ireland Limited (Joint Broker) Harry Ansell / Katy Mitchell
| +44 (0) 20 7220 1666
|