Nyota Minerals Regulatory News (NYO)

13 Apr 2005 08:51

Dwyka Diamonds Limited13 April 2005 Dwyka Diamonds Limited Share and option plans Existing share and option plans Dwyka Diamonds Limited ("Dwyka" or "the Company") announces today that it hasmade final offers under its existing share and option plans, which were approvedby shareholders on 28 November 2003. Offers have been made to: (a) an employee of the Company to acquire 250,000 options exercisable at 87 cents each on or before 30 June 2009 under the terms of the existing option plan; and (b) Mr Evan Kirby, a director of the Company, and Mr Mike Langoulant, Dwyka's Company Secretary, to apply for a total of 250,000 shares and 500,000 shares respectively at an issue price of 87 cents per share, under the terms of the existing Share Plan. Options granted under the existing Option Plan will not be quoted on theAustralian Stock Exchange ("ASX") or admitted to trading on the AIM Market ofthe London Stock Exchange ("AIM"), and may not be transferred without the priorwritten approval of the board of Dwyka. The options will be exercisable onlyafter specified time periods have elapsed. Shares which are issued as a resultof the exercise of the options will rank equally in all respects with sharesalready in issue and the Company will apply for the quotation of those shares onASX and admission to trading on AIM. Shareholder approval of the grant of theoptions is not required. Notification will be provided when the options havebeen granted. The invitations to apply for shares under the existing share plan are subject toshareholder approval at a forthcoming general meeting of shareholders, detailsof which will be disclosed shortly. Any shares issued under the existing shareplan will not be quoted on ASX or admitted to trading on AIM, and may not besold or otherwise dealt with until certain time periods have elapsed. Fulldetails of the terms of the share offers will be set out in a forthcoming noticeof general meeting. The purpose of the issue of securities under the existing share and option plansis to reward the recipients for their past performance and to provide long termincentives for participation in the Company's growth. No further offers of securities will be made under the existing share and optionplans. Replacement share and option plans Since the establishment of Dwyka's existing share and option plans, theCompany's financial position and circumstances have changed materially and theCompany has undergone considerable change. To ensure that the Company hasappropriate mechanisms to continue to attract and retain the services ofdirectors and employees of a high calibre, the Company has established revisedshare and option plans ("Replacement Share Plan" and "Replacement Option Plan"). The Company proposes to issue not more than six million securities (being acombination of shares and options) under the Replacement Share Plan andReplacement Option Plan over the life of the plans. Dwyka has today made offers to apply for shares, under the terms of theReplacement Share Plan, to certain directors, employees and consultants. Thisincludes offers of 1,000,000 shares to each of the following directors, MrEdward Nealon and Ms Melissa Sturgess and 500,000 shares to each of Mr EvanKirby and Mr Mike Langoulant (Company Secretary). The issue price of the sharesoffered under the Replacement Share Plan is $1.00 per share. The averageweighted trading price of shares on ASX during the five trading days immediatelybefore the date of the offer was 87 cents. In addition to the 3,000,000 shares referred to above, Dwyka has offered 350,000shares to employees under the Replacement Share Plan, at an issue price of $1.00each and 1,150,000 options to employees under the Replacement Option Planexercisable at $1.00 each. The invitations under the Replacement Share Plan and Replacement Option Plan aresubject to shareholder approval which will be sought at a forthcoming generalmeeting of shareholders. Shares offered under the Replacement Share Plan may not be transferred orotherwise dealt with, and will not be quoted on ASX, until any loan in respectof the shares has been repaid and 12 months (in relation to one third of theshares offered), 24 months (in relation to the another third of the sharesoffered) and 36 months (in relation to the final third of the shares offered)has passed from the date of issue. Options offered under the Replacement Option Plan are exercisable at $1.00 on orbefore 30 June 2009, provided that one third of the options granted areexercisable not earlier than 12 months after the date of their grant, anotherthird of the options granted are exercisable not earlier than 24 months afterthe date of their grant and the final third of the options granted areexercisable not earlier than 36 months after the date of their grant. Theoptions will not be quoted on ASX or admitted to trading on AIM, and may not betransferred without the prior written approval of the Board of Dwyka. As referred to above, the purpose of issues of securities under the ReplacementShare Plan and Replacement Option Plan is, amongst other things, to reward therecipients for their past performance and to provide long term incentives forparticipation in Dwyka's growth. The plans will be used as part of theremuneration planning for executive directors and employees. Full details of the terms of the Replacement Share Plan and Replacement OptionPlan and of the offers under those plans will be set out in a notice of generalmeeting to be sent to shareholders. This information is provided by RNS The company news service from the London Stock Exchange