Orogen Gold Regulatory News (ORE)

11 Oct 2007 10:52

Aricom PLC11 October 2007 Press Release 11 October 2007 Aricom plc ("Aricom" or "the Company" or "the Group") Long Term Incentive Plan Aricom plc (AIM: TIO), the Anglo-Russian developer of mineral resources,announces the initiation of its long term incentive plan. As was announcedwithin the interim results, the Company has agreed to the formation of a longterm incentive plan ("LTIP") to operate in conjunction with an employee benefittrust ("EBT") to provide an effective and flexible means of holding assets forthe benefit of employees and their families and providing valuable long-termbenefits. Contributions to the EBT will be at the discretion of the RemunerationCommittee, which will also recommend allocations under the LTIP. The Trust willbe administered and operated by a third party trustee. The Remuneration Committee ("RemCo") met on 8 October 2007 and proposed thatthe scheme be established following approval from the Board which was grantedyesterday. The potential beneficiaries of the LTIP include a number of theexecutive Directors and these are disclosed below with the allocations to berecommended by the RemCo to the Trustees of the EBT. The LTIP is alsopotentially rewarding eight other senior project managers within the Group withexposure to the performance of the Company's shares. Name Number Price Term Jay Hambro 2,000,000 0.62 3 yearsBrian Egan 2,000,000 0.62 3 yearsYura Makarov 2,000,000 0.62 3 yearsMartin Smith 2,000,000 0.62 3 years Other managers 8,000,000 0.62 3 years TOTAL 16,000,000 0.62 3 years It is proposed that the LTIP should have a qualification period of 3 years and anumber of embedded objectives that need to be fulfilled for the LTIP to vest.These objectives would relate to: (1) Production and Profitability targets at the Kuranakh project; (2) Maintenance of Health and Safety standards; (3) Development targets at the Group's other key projects; and (4) Further successful expansions to the portfolio of assets. . The RemCo has provided a weighting system for these objectives to enforce theimportance and timing of each. The RemCo will advise the trustees of the EBT onthe completion of the LTIP and have the ability to make recommendations to alterthe objectives should they become inappropriate. Aricom will provide a loan to the EBT such that the EBT can subscribe for thenew ordinary shares from Aricom - in this case at a premium of 17% to theopening price on the day of the RemCo meeting. These shares will be held by theEBT on behalf of the potential participants for the vesting period. Should theRemCo advise the Trustees that the LTIP objectives have been successfullyachieved, the shares will be sold, the loan repaid and the gains on the sharespassed to the participants. LTIP / EBT Terms To maintain a standard of best practice, Aricom has decided to operate the LTIPand EBT within the guidelines as set down by the Association of BritishInsurers. As such the following rules have been set: - The maximum number of ordinary shares that may be allocated under theLTIP shall not exceed at any time 5% of the Company's issued share capital; - The number of ordinary shares which may be held in the EBT shall alsonot at any time exceed 5% of the Company's issued share capital; - The maximum number of ordinary shares that may be provided to anemployee in respect of any potential beneficiaries under the LTIP in anyfinancial year shall be limited to 200% of annual salary, calculated byreference to the market value of the ordinary shares at the date of allocation.The above potential participants will not be receiving any shares; - No further options over ordinary shares will be granted under theCompany's existing share option scheme; and - Awards of ordinary shares will be subject to agreed performanceconditions as recommended by the RemCo. However, completion of the performanceconditions can be waived by the trustees at their sole discretion, but havingregard to any recommendations by the Remuneration Committee, in circumstanceswhere such conditions have become either inappropriate or overly onerous byexternal circumstances. Following the issue of 16 million Ordinary Shares to the EBT, which is expectedto take place shortly, the total issued share capital of Aricom Plc will be1,076,319,960 Ordinary shares. Pavel Maslovskiy, Chairman, said: - "I believe that it is important for all key management within the organisationto have their financial interests aligned with our investors. I believe thatthis LTIP provides an effective system of rewarding key managers for successalongside the reflection of that success within the share price whilst alsooperating within the guidelines as set down by the ABI." - Ends - For further information:Aricom plcJay Hambro, Chief Executive Tel: +44 (0) 20 7201 8939 Heather Williams, Company Secretary www.aricom.plc.ukCanaccord AdamsRobert Finlay / Chris Bowman Tel: +44 (0) 20 7050 6500 www.canaccordadams.comAbchurchCharlie Jack Tel: +44 (0) 20 7398 7700 www.abchurch-group.com This information is provided by RNS The company news service from the London Stock Exchange