Last checked at 6 Aug 2021 14:43
Market Abuse Regulation ("MAR") Disclosure
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
6 August 2021
Bushveld Minerals Limited
("Bushveld Minerals" "Bushveld" or the "Company")
Issue of Equity, PDMR Dealing and Total Voting Rights
Bushveld Minerals Limited (AIM: BMN), the AIM quoted, integrated primary vanadium producer and energy storage solutions provider with ownership of high-grade assets in South Africa, confirms that it has issued the balance of shares due in respect of the Bonus Awards pursuant to the 2019 Short-term Incentives ("STI") scheme announced on 21 July 2020. Furthermore, the Company announces the Bonus Awards relating to the 2020 STI that have been granted to certain persons discharging managerial responsibilities ("PDMRs"), as well as the number of shares being awarded as a result of two thirds of the cash component of the 2020 STI being settled in shares.
1. Shares issued to PDMRs under the 2019 STI
Bushveld has issued 1,335,277 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") in respect of the Bonus Awards announced on 21 July 2020. This follows the Company's 1 February 2021 announcement where it confirmed that 50 per cent of the Bonus Awards granted on 20 July 2020 had vested, and that the remaining 50 per cent would vest 18 months post the award period.
Accordingly, on 30 June 2021, the below Bonus Awards vested for PDMRs:
PDMR | Position | Total Bonus Awards | Vested Bonus Awards |
Fortune Mojapelo | Group Chief Executive Officer | 880,745 | 440,372 |
Mikhail Nikomarov | Bushveld Energy Chief Executive Officer | 238,779 | 119,389 |
Prince Nyati | Lemur Resources Chief Executive Officer | 199,277 | 99,638 |
Kenneth Greve | Director - Corporate Development | 312,828 | 156,414 |
Sihle Mdluli | Director - Strategy and Corporate Services | 169,038 | 84,519 |
Lyndon Williams | Director - Sales and Marketing | 244,961 | 122,480 |
The remaining Bonus Awards were granted to senior employees who are not deemed PDMRs. The Company confirms that all Bonus Awards relating to the 2019 STI have now vested.
Admission to AIM and Total Voting Rights
Application will be made for admission of these 1,335,277 new Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will take place on or around 12 August 2021.
Following Admission, there will be a total of 1,193,566,820 Ordinary Shares in issue, 670,000 of which are held in treasury. Shareholders should use the figure of 1,192,896,820 as the 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 voting rights of the Company, under the FCA's Disclosure and Transparency Rules.
PDMR Shareholdings
Following the issue of Ordinary Shares related to the Bonus Awards which have vested, the PDMRs' shareholdings in the Company are as follows:
PDMR | Current Shareholding | Number of Ordinary Shares issued | Resultant Shareholding | % of Enlarged Issued Share Capital |
Fortune Mojapelo* | 12,813,422 | 440,372 | 13,253,794 | 1.11 |
Mikhail Nikomarov | 63,527 | 119,389 | 182,916 | 0.02 |
Prince Nyati | - | 99,638 | 99,638 | 0.01 |
Kenneth Greve | 82,968 | 156,414 | 239,382 | 0.02 |
Sihle Mdluli | 44,799 | 84,519 | 129,318 | 0.01 |
Lyndon Williams | - | 122,480 | 122,480 | 0.01 |
*Fortune Mojapelo now holds 9,173,794 Ordinary Shares in Bushveld directly and has a beneficial interest in a further 8,160,000 Ordinary Shares held through VM Investment Company (Pty) Ltd, a company in which he has a 50 per cent interest.
2. Bonus Awards granted to PDMRs under the deferred component of the 2020 STI
On 6 August 2021, the following Bonus Awards were granted to certain PDMRs under the Conditional Share Plan (the "CSP"), which was described in the Remuneration Report of the Company's Annual Report for the year ended 31 December 2020 (the "2020 Annual Report"):
PDMR | Position | Bonus Awards |
Fortune Mojapelo | Group Chief Executive Officer | 399,652 |
Tanya Chikanza | Group Finance Director | 301,163 |
Mikhail Nikomarov | Bushveld Energy Chief Executive Officer | 187,325 |
Prince Nyati | Lemur Resources Chief Executive Officer | 75,791 |
Kenneth Greve | Director - Corporate Development | 157,904 |
Sihle Mdluli | Director - Strategy and Corporate Services | 146,782 |
Viki Rapelas | Director - Legal, Governance and Compliance | 137,440 |
Lyndon Williams | Director - Sales and Marketing | 122,341 |
These Bonus Awards are linked to STI Performance and are subject to a vesting period (with 50% vesting 12 months post the award period, on 31 December 2021, and 50% vesting 18 months post the award period, on 30 June 2022) and continued employment, but not subject to forward looking performance vesting conditions.
3. New Ordinary Shares awarded to PDMRs in lieu of cash
As described within the Remuneration Report of the 2020 Annual Report, for qualifying participants, the STI is partly paid in cash and partly deferred and settled as Bonus Awards (as per points 1 and 2 above).
To ensure alignment with shareholders in a challenging economic environment, it was concluded that two thirds of the cash component of the STI should be settled in equity (new Ordinary Shares in lieu of cash), which would be subject to a vesting period until 31 December 2021. Accordingly, the following Ordinary Shares were granted to the below PDMRs:
PDMR | Position | New Ordinary Shares |
Fortune Mojapelo | Group Chief Executive Officer | 428,198 |
Tanya Chikanza | Group Finance Director | 322,675 |
Mikhail Nikomarov | Bushveld Energy Chief Executive Officer | 190,039 |
Prince Nyati | Lemur Resources Chief Executive Officer | 76,889 |
Kenneth Greve | Director - Corporate Development | 160,193 |
Sihle Mdluli | Director - Strategy and Corporate Services | 148,910 |
Viki Rapelas | Director - Legal and Compliance | 139,501 |
Lyndon Williams | Director - Sales and Marketing | 135,935 |
PDMR Dealing - Shares Issued to PDMRs Under 2019 STI
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director's share dealing.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||||||||||||||||||||
a) | Name | 1. Fortune Mojapelo 2. Mikhail Nikomarov 3. Prince Nyati 4. Kenneth Greve 5. Sihle Mdluli 6. Lyndon Williams | |||||||||||||||||||||
2 | Reason for the notification | ||||||||||||||||||||||
a) | Position/status | 1. Chief Executive Officer 2. Bushveld Energy Chief Executive Officer 3. Lemur Resources Chief Executive Officer 4. Director - Corporate Development 5. Director - Strategy and Corporate Services 6. Director - Sales and Marketing | |||||||||||||||||||||
b)
| Initial notification /Amendment | Initial notification | |||||||||||||||||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||||||||||
a) | Name | Bushveld Minerals Limited | |||||||||||||||||||||
b) | LEI | 213800GX3IGYRET8ZE57 | |||||||||||||||||||||
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, type of instrument | Ordinary Shares of £0.01 each
| |||||||||||||||||||||
b) | Identification code | ISIN: GG00B4TM3943 | |||||||||||||||||||||
c) | Nature of the transaction | Issue of Ordinary Shares as part of a company Share Incentive Scheme | |||||||||||||||||||||
d) | Price(s) and volume(s) |
| |||||||||||||||||||||
e) | Aggregated information - Aggregated volume - Price | N/A (Single transaction) | |||||||||||||||||||||
f) | Date of the transaction | 6 August 2021 | |||||||||||||||||||||
g) | Place of the transaction | Outside of a trading venue | |||||||||||||||||||||
PDMR Dealing - Bonus Awards granted to PDMRs under the deferred component of the 2020 STI
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director's share dealing.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||||||||||||||||||||||||||
a) | Name | 1. Fortune Mojapelo 2. Tanya Chikanza 3. Mikhail Nikomarov 4. Prince Nyati 5. Kenneth Greve 6. Sihle Mdluli 7. Viki Rapelas 8. Lyndon Williams | |||||||||||||||||||||||||||
2 | Reason for the notification | ||||||||||||||||||||||||||||
a) | Position/status | 1. Chief Executive Officer 2. Group Finance Director 3. Bushveld Energy Chief Executive Officer 4. Lemur Resources Chief Executive Officer 5. Director - Corporate Development 6. Director - Strategy and Corporate Services 7. Director - Legal, Governance and Compliance 8. Director - Sales and Marketing | |||||||||||||||||||||||||||
b)
| Initial notification /Amendment | Initial notification | |||||||||||||||||||||||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||||||||||||||||
a) | Name | Bushveld Minerals Limited | |||||||||||||||||||||||||||
b) | LEI | 213800GX3IGYRET8ZE57 | |||||||||||||||||||||||||||
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, type of instrument | Ordinary Shares of £0.01 each
| |||||||||||||||||||||||||||
b) | Identification code | ISIN: GG00B4TM3943 | |||||||||||||||||||||||||||
c) | Nature of the transaction | Grant of Ordinary Shares as part of a company Share Incentive Scheme
| |||||||||||||||||||||||||||
d) | Price(s) and volume(s) |
| |||||||||||||||||||||||||||
e) | Aggregated information - Aggregated volume - Price | N/A (Single transactions) | |||||||||||||||||||||||||||
f) | Date of the transaction | 6 August 2021 | |||||||||||||||||||||||||||
g) | Place of the transaction | Outside of a trading venue | |||||||||||||||||||||||||||
PDMR Dealing - Shares Awarded to PDMRs in lieu of cash under 2020 STI
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director's share dealing.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||||||||||||||||||||||||||
a) | Name | 1. Fortune Mojapelo 2. Tanya Chikanza 3. Mikhail Nikomarov 4. Prince Nyati 5. Kenneth Greve 6. Sihle Mdluli 7. Viki Rapelas 8. Lyndon Williams | |||||||||||||||||||||||||||
2 | Reason for the notification | ||||||||||||||||||||||||||||
a) | Position/status | 1. Chief Executive Officer 2. Group Finance Director 3. Bushveld Energy Chief Executive Officer 4. Lemur Resources Chief Executive Officer 5. Director - Corporate Development 6. Director - Strategy and Corporate Services 7. Director - Legal, Governance and Compliance 8. Director - Sales and Marketing | |||||||||||||||||||||||||||
b)
| Initial notification /Amendment | Initial notification | |||||||||||||||||||||||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||||||||||||||||
a) | Name | Bushveld Minerals Limited | |||||||||||||||||||||||||||
b) | LEI | 213800GX3IGYRET8ZE57 | |||||||||||||||||||||||||||
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, type of instrument | Ordinary Shares of £0.01 each
| |||||||||||||||||||||||||||
b) | Identification code | ISIN: GG00B4TM3943 | |||||||||||||||||||||||||||
c) | Nature of the transaction | Grant of Ordinary Shares in lieu of cash as part of a company Share Incentive Scheme
| |||||||||||||||||||||||||||
d) | Price(s) and volume(s) |
| |||||||||||||||||||||||||||
e) | Aggregated information - Aggregated volume - Price | N/A (Single transactions) | |||||||||||||||||||||||||||
f) | Date of the transaction | 6 August 2021 | |||||||||||||||||||||||||||
g) | Place of the transaction | Outside of a trading venue | |||||||||||||||||||||||||||
ENDS
Enquiries: info@bushveldminerals.com
Bushveld Minerals Limited | +27 (0) 11 268 6555 | |
Fortune Mojapelo, Chief Executive Officer | ||
Chika Edeh, Head of Investor Relations | ||
SP Angel Corporate Finance LLP | Nominated Adviser & Broker | +44 (0) 20 3470 0470 |
Richard Morrison / Charlie Bouverat | ||
Grant Baker / Richard Parlons | ||
Peel Hunt Limited | Joint Broker | +44 (0) 20 7418 8900 |
Ross Allister / Alexander Allen | ||
Tavistock | Financial PR | |
Gareth Tredway / Tara Vivian-Neal | +44 (0) 207 920 3150 |
ABOUT BUSHVELD MINERALS LIMITED
Bushveld Minerals is a low-cost, vertically integrated primary vanadium producer. It is one of only three operating primary vanadium producers, owning 2 of the world's 4 operating primary vanadium processing facilities. In 2020, the Company produced more than 3,600 mtV, representing approximately three per cent of the global vanadium market. With a diversified vanadium product portfolio serving the needs of the steel, energy and chemical sectors, the Company participates in the entire vanadium value chain through its two main pillars: Bushveld Vanadium, which mines and processes vanadium ore; and Bushveld Energy, an energy storage solutions provider. Bushveld Vanadium is targeting to materially grow its vanadium production and achieve an annualised steady state production run rate of between 5,000 mtVp.a. and 5,400 mtVp.a by the end of 2022, from projects currently being implemented. Beyond that, pre-feasibility studies are in progress to determine the optimal path to increase production even further to a steady state production run rate of between 6,400 mtVp.a. and 6,800 mtVp.a. in the medium-term and to a steady state production run rate of 8,400 mtVp.a in the long term.
Bushveld Energy is focused on developing and promoting the role of vanadium in the growing global energy storage market through the advancement of vanadium-based energy storage systems, specifically Vanadium Redox Flow Batteries ("VRFBs").
Detailed information on the Company and progress to date can be accessed on the website www.bushveldminerals.com