Last checked at 8 Jul 2021 07:00
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation ("MAR") (EU) No. 596/2014, as incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
8 July 2021
Beowulf Mining plc
("Beowulf" or the "Company")
Exercise of Share Options
Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, announces the issue and allotment of 3,535,412 new ordinary shares of 1 pence each in the Company (the "Shares") subject to and conditional upon Admission (as defined below) in order to satisfy an exercise of share options held by Kurt Budge, Chief Executive Officer of the Company ("Share Options") (who is a person discharging managerial responsibilities as defined in the EU Market Abuse Regulation or a "PDMR").
Kurt Budge has exercised Share Options in respect of 9,000,000 shares, originally granted on 17 July 2015. The Share Options, as originally granted, had an exercise price of 1.66 pence per share and were due to be exercised no later than 17 July 2020 but the Company was in a Close Period associated with last year's Capital Raising. The exercise period was extended, in July 2020, to 17 July 2021 in order to allow Mr Budge the opportunity to exercise the Share Options, which because of the time extension became non-tax advantaged.
The Company has opted, with Kurt Budge abstaining from this decision, to net settle the share option exercise with Kurt Budge paying the nominal value of the Shares being issued. Net settlement is where a company settles an employee share award through a combination of issuing fewer shares and in part using cash. The cash element is equal to the PAYE and employee NIC due and is paid to HMRC. The value of the shares received by an employee is equal to the post-tax (net) value that the employee would have enjoyed had they received all the shares and sold some to cover the PAYE and NIC due. Effectively, fewer shares are issued and the Company has therefore reduced the share dilution suffered by its shareholders. The number of shares being issued by the Company has accordingly been reduced from 9,000,000 to 3,535,412 in satisfaction of the exercise of the 9,000,000 Share Options.
As part of this exercise, Mr. Budge has authorised the Company to sell 900,000 of the Shares at 3.55 pence per share to fund in part the nominal value of the Shares being issued, the remainder to be satisfied in cash by Mr. Budge. Mr. Budge will receive 2,635,412 Shares.
Following the issue of Shares Mr. Budge's shareholding in the Company will be 5,957,997 with 3,500,000 share options still outstanding at an exercise price of 7.35 pence per share.
Application has been made to the London Stock Exchange for the 3,535,412 Shares to be admitted to trading on AIM. The Shares will rank pari passu with the Company's existing issued share capital. It is expected that admission of the Shares to AIM will become effective and that dealings in the Shares will commence on 13 July 2021.
Total Voting Rights
Following admission of the Shares to trading on AIM, the Company will have 831,710,636 Ordinary Shares in issue. No Ordinary Shares are held in treasury. The total number of voting rights in the Company is therefore 831,710,636. The above figure may be used by shareholders in the Company as a denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Enquiries:
Beowulf Mining plc | |
Kurt Budge, Chief Executive Officer | Tel: +44 (0) 20 7583 8304 |
SP Angel (Nominated Adviser & Broker) | |
Ewan Leggat / Stuart Gledhill / Adam Cowl | Tel: +44 (0) 20 3470 0470 |
Blytheweigh | |
Tim Blythe / Megan Ray | Tel: +44 (0) 20 7138 3204 |
The notifications below, made in accordance with the requirements of the UK Market Abuse Regulation and provide additional detail:
1 | Details of the person discharging managerial responsibilities/person closely associated |
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a. | Name | Kurt Budge |
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2 | Reason for notification | Exercise of Options |
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a. | Position/Status | Chief Executive Officer of Beowulf Mining plc |
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b. | Initial notification/ Amendment | Initial notification |
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. | Name | Beowulf Mining plc |
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b. | LEI | 213800MV3XGAOASPT433 |
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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 |
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a. | Description of the financial instrument, type of instrumentIdentification Code | Ordinary Share of 1p each GB0033163287 |
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b. | Nature of the transaction | Exercise of share options |
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c. | Price(s) and volume(s) | ||||||||
Price(s) | Volume(s) |
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1.66p | 3,535,412 |
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d. | Aggregated information - Aggregated Volume - Price |
Aggregate purchase volume: 3,535,412 shares Aggregate price £0.0166 |
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e. | Date of the transaction | 2021-07-06
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f. | Place of the transaction | Off Market |
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1 | Details of the person discharging managerial responsibilities/person closely associated |
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a. | Name | Kurt Budge |
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2 | Reason for notification | Sale of Shares |
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a. | Position/Status | Chief Executive Officer of Beowulf Mining plc |
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b. | Initial notification/ Amendment | Initial notification |
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. | Name | Beowulf Mining plc |
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b. | LEI | 213800MV3XGAOASPT433 |
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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 |
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a. | Description of the financial instrument, type of instrumentIdentification Code | Ordinary Share of 1p each GB0033163287 |
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b. | Nature of the transaction | Sale of Ordinary Shares |
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c. | Price(s) and volume(s) | ||||||||
Price(s) | Volume(s) |
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3.55p | 900,000 |
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d. | Aggregated information - Aggregated Volume - Price |
Aggregate Sales: 900,000 shares Aggregate price £0.0355 |
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e. | Date of the transactions | 2021-07-07
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f. | Place of the transaction | AIM (London Stock Exchange) |
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Cautionary Statement
Statements and assumptions made in this document with respect to the Company's current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of Beowulf. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to , (i) changes in the economic, regulatory and political environments in the countries where Beowulf operates; (ii) changes relating to the geological information available in respect of the various projects undertaken; (iii) Beowulf's continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential joint ventures and alliances, if any; (v) metal prices, particularly as regards iron ore. In the light of the many risks and uncertainties surrounding any mineral project at an early stage of its development, the actual results could differ materially from those presented and forecast in this document. Beowulf assumes no unconditional obligation to immediately update any such statements and/or forecast.