Last checked at 2 Nov 2020 07:06
Cadence Minerals Plc
("Cadence Minerals", "Cadence" or "the Company")
Employee Benefit Trust and Share Incentive Plan
On 11 September 2014, the Company established a share incentive plan ("SIP"). The purpose of the SIP was to reward and incentivise officers, employees and consultants of the Company and any investee companies or subsidiaries by the award of ordinary shares in the capital of the Company ("Ordinary Shares") at nil cost.
To implement the SIP, the Company established an employee benefit trust called the Rare Earth Minerals Employee Benefit Trust ("EBT"). The EBT may hold up to a maximum of 10 per cent of the Company's issued share capital from time to time for the beneficiaries of the EBT. The EBT is a discretionary trust for the benefit of directors, employees and consultants of the Company and any investee company or subsidiary. The Ordinary shares held in the EBT are intended to be used to satisfy awards made by the Company's Remuneration Committee under the terms of the SIP.
The Company was notified today by the trustees of the EBT, LGL Trustees Jersey, that they intend to subscribe for 4,300,000 new ordinary shares of £0.01 each in the Company, at par value per Ordinary Share at an aggregate cost to the Company of £43,000 such new Ordinary Shares representing 3.06% of the existing issued share capital of the Company (the "New Ordinary Shares"). As such the Company has today allotted 4,300,000 new ordinary shares to the EBT, the shares will rank pari passu in all respects with the existing ordinary shares. It is anticipated that the EBT Shares will be admitted to trading on AIM on or around 6 November 2020 ("Admission").
Following Admission of the New Ordinary Shares, the Company's issued share capital will comprise 144,519,053 ordinary shares. As the Company does not hold any shares in treasury, this figure of ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Awards of Ordinary Shares to beneficiaries under the SIP are subject to appropriate vesting and other performance conditions in line with normal market practice, which are set by the Remuneration Committee as and when any awards are made.
Awards of Ordinary Shares under the SIP will not, in any 2-year rolling period, exceed 10 per cent of the Company's issued share capital from time to time without the prior approval of shareholders of the Company. Prior to this announcement no shares under the SIP have been awarded to any current directors, employees or consultants. Under the terms of the SIP the Remuneration Committee and the Board have determined that in the current award period each of the current board Directors could be awarded upto 240,000 Ordinary Shares each in the EBT. The award of these shares from the EBT are conditional on meeting performance and vesting conditions in line with market practice.
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Qualified Person
Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School.
Forward-Looking Statements:
Certain statements in this announcement are or may be deemed to be forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ''believe'' ''could'' "should" ''envisage'' ''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward-looking statements.