Last checked at 8 Feb 2019 07:00
Katoro Gold plc (Incorporated in England and Wales)
(Registration Number: 9306219)
Share code on AIM: KAT
ISIN: GB00BSNBL022
("Katoro" or "the Company")
Dated: 8 February 2019
Katoro Gold PLC ('Katoro' or the 'Company')
Share Option Plan, Issue of Fee Shares and Total Voting Rights
Katoro Gold Plc (AIM:KAT), the Tanzania focused gold exploration and development company, announces the issue of options to the Board of Directors (the "Board") and Management of the Company and the settlement of certain fees due through the issue of new ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares").
Issue of share options and fee shares
In the Company's AIM Admission Document, Shareholders were provided information on, and asked to approve, the creation of two separate share option plans with one plan to cover executive directors and employees, and the other to cover non-executive directors and consultants. Under these proposed share option plans, shares under option were to be limited in total to a maximum of 10 per cent. of the Company's issued share capital from time to time. Such approval was received for the creation of the share options plans at the Company's General Meeting on 22 May 2017.
Following advice, the Board has, however, decided to instead merge the two proposed share option plans and implement one consolidated share option plan ("SOP") at this time.
Following creation of this SOP, the Board has resolved to issue 14,944,783 new Ordinary Share options of £0.01 each in the capital of the Company ("Options") to the Board and Management of the Company. The Options constitute 10% of the Company's currently issued share capital and were issued at a price of 1.3 pence each, being equal to the Company's most recent fundraising price. The Options have an expiry date of the seventh anniversary of the Date of Grant, with 50% vesting on issue and the remaining 50% vesting in one year.
The Company has also agreed to issue 556,077 new Ordinary Shares to Pieter Krugel, the Company's financial controller, in lieu of overtime for his ongoing services provided to the Company (the "Additional Fee Shares") at a price of 1.3 pence each.
Name and Position | Resulting no. of Ordinary Shares held | % of enlarged share capital* | No. of Options | Options as % of current issued share capital |
Louis Coetzee (Executive Chairman) | - | - | 4,782,330 | 3.2% |
Myles Campion (Non-executive Director) | 1,750,000 | 1.1% | 2,391,165 | 1.6% |
Tinus Maree (Non-executive Director) | - | - | 2,391,165 | 1.6% |
Paul Dudley (Non-executive Director) | 1,166,667 | 0.7% | 2,391,165 | 1.6% |
Louis Scheepers (Non-executive Director) | - | 1,494,478 | 1.0% | |
Pieter Krugel (Financial Controller) | 556,077 | 0.4% | 1,494,478 | 1.0% |
Total | 14,944,783 | 10.0% |
* % of enlarged share capital is the Company issued share capital following the issue and admission of the Additional Fee shares and the MXS Fees Shares detailed below, being 157,975,133 Ordinary Shares.
Settlement of fees owed to Mzuri Exploration Services
The Company has also agreed to issue 7,958,575 new Ordinary Shares to Mzuri Exploration Services Ltd ("MXS") (the "MXS Fee Shares") for services provided to the Company pursuant to the services agreement between the Company and MXS, as detailed in the Company's AIM Admission Document (the "Services Agreement"). Pursuant to the Services Agreement, fees would initially accrue up to an amount of £95,000 as an interest free, unsecured loan repayable by the Company not earlier than 24 months from the date of the Company's admission to trading on AIM, being 23 May 2017, unless the Company deemed it appropriate to repay the loan earlier.
The Board has resolved, in order to conserve cash, to settle all outstanding fees accrued up to 31 December 2018, which amounted to approximately £103,500 through the issue of the MXS Fee Shares at a price of 1.3 pence each. The Company has also agreed with MXS to accrue the ongoing fees pursuant to the Services Agreement for the period to 31 May 2019 and that such fees will be settled through the issue of new Ordinary Shares at a share price of 1.3 pence per share at the end of May 2019.
As MXS is a wholly owned subsidiary of Kibo Energy PLC ("Kibo"), the Company's majority shareholder and a substantial shareholder as defined by the AIM Rules for Companies, the changes to the Services Agreement to settle the accrued fees through the issue of the MXS Fee Shares as opposed to in cash represents a related party transaction under Rule 13 of the AIM Rules. The independent directors, being Paul Dudley and Myles Campion, consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the issue of the MXS Fees Shares are fair and reasonable insofar as the Company's shareholders are concerned.
Total Voting Rights
Application will be made for the admission to trading on AIM of the MXS Fee Shares and the Additional Fee Shares ("Admission"), with such Admission expected to become effective at 14 February 2019. Following Admission, the share capital of the Company will comprise 157,962,477 Ordinary Shares.
Each Ordinary Share has one voting right. No Ordinary Shares are held in treasury. Accordingly, the total number of voting rights will be 157,962,477 and this figure may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, Katoro Gold PLC under the FCA's Disclosure Guidance and Transparency Rules
Following the issue of the MXS Fee Shares and Admission, Kibo will be interested, in aggregate, in 90,945,754 Ordinary Shares representing approximately 57.6% of the Company's then issued share capital.
PDMR Notification Forms:
The notifications below are made in accordance with the requirements of the Market Abuse Regulation:
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Louis Lodewyk Coetzee |
2. | Reason for the Notification | |
a) | Position/status | Executive Chairman |
b) | Initial notification/amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Katoro Gold PLC |
b) | LEI | 213800Q9L29ZXI53T558 |
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 share of £0.01 each |
Identification code | GB00BSNBL022 | |
b) | Nature of the Transaction | Grant of options over 4,782,330 ordinary shares |
c) | Price(s) Volume(s) | nil 4,782,330 |
d) | Aggregated information Aggregated volume price | 4,782,330 £nil |
e) | Date of the transaction | 8 February 2019 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Myles Campion |
2. | Reason for the Notification | |
a) | Position/status | Non-Executive Director |
b) | Initial notification/amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Katoro Gold PLC |
b) | LEI | 213800Q9L29ZXI53T558 |
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 share of £0.01 each |
Identification code | GB00BSNBL022 | |
b) | Nature of the Transaction | Grant of options over 2,391,165 ordinary shares |
c) | Price(s) Volume(s) | nil 2,391,165 |
d) | Aggregated information Aggregated volume price | 2,391,165 £nil |
e) | Date of the transaction | 8 February 2019 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Tinus Maree |
2. | Reason for the Notification | |
a) | Position/status | Non-Executive Director |
b) | Initial notification/amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Katoro Gold PLC |
b) | LEI | 213800Q9L29ZXI53T558 |
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 share of £0.01 each |
Identification code | GB00BSNBL022 | |
b) | Nature of the Transaction | Grant of options over 2,391,165 ordinary shares |
c) | Price(s) Volume(s) | nil 2,391,165 |
d) | Aggregated information Aggregated volume price | 2,391,165 £nil |
e) | Date of the transaction | 8 February 2019 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Paul Dudley |
2. | Reason for the Notification | |
a) | Position/status | Non-Executive Director |
b) | Initial notification/amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Katoro Gold PLC |
b) | LEI | 213800Q9L29ZXI53T558 |
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 share of £0.01 each |
Identification code | GB00BSNBL022 | |
b) | Nature of the Transaction | Grant of options over 2,391,165 ordinary shares |
c) | Price(s) Volume(s) | nil 2,391,165 |
d) | Aggregated information Aggregated volume price | 2,391,165 £nil |
e) | Date of the transaction | 8 February 2019 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Louis Scheepers |
2. | Reason for the Notification | |
a) | Position/status | Non-Executive Director |
b) | Initial notification/amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Katoro Gold PLC |
b) | LEI | 213800Q9L29ZXI53T558 |
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 share of £0.01 each |
Identification code | GB00BSNBL022 | |
b) | Nature of the Transaction | Grant of options over 1,494,478 ordinary shares |
c) | Price(s) Volume(s) | nil 1,494,478 |
d) | Aggregated information Aggregated volume price | 1,494,478 £nil |
e) | Date of the transaction | 8 February 2019 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Pieter Krugel |
2. | Reason for the Notification | |
a) | Position/status | Financial Controller |
b) | Initial notification/amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Katoro Gold PLC |
b) | LEI | 213800Q9L29ZXI53T558 |
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 share of £0.01 each |
Identification code | GB00BSNBL022 | |
b) | Nature of the Transaction | Grant of options over 1,494,478 ordinary shares |
c) | Price(s) Volume(s) | nil 1,494,478 |
d) | Aggregated information Aggregated volume price | 1,494,478 £nil |
e) | Date of the transaction | 8 February 2019 |
f) | Place of the transaction | Outside a trading venue |
**ENDS**
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014.
For further information please visit www.katorogold.com or contact:
Louis Coetzee
| louisc@katorogold.com | Katoro Gold plc | Executive Chairman |
Richard Tulloch Ritchie Balmer Frederick Twist
| +44 (0) 20 7409 3494 | Strand Hanson Limited | Nominated Adviser |
Ben Tadd Tom Curran
| +44 (0) 203 7000 093 | SVS Securities | Broker |
Isabel de Salis
| +44 (0) 207 236 1177 | St Brides Partners Ltd | Investor and Media Relations Adviser |