Orogen Gold Regulatory News (ORE)

9 Oct 2008 07:00



Aricom plc 

("Aricom" or "the Company")

Aricom Long Term Incentive Plan Continuation

Aricom (LSE: ORE, OREW), the Anglo-Russian developer of mineral resources, announces further awards within its long term incentive plan (“LTIP”).

As was announced in October 2007, the Company agreed to the formation of a LTIP to operate in conjunction with an employee benefit trust ("EBT") to provide an effective and flexible means of holding assets for the benefit of employees and their families and providing valuable long-term benefits.  Contributions to the EBT and the timing of allocations under the LTIP are at the discretion of the Remuneration Committee ("RemCo"), which also recommends allocations under the LTIP. The Trust is administered and operated by a third party trustee.

A second allocation under the LTIP is now being implemented and the potential beneficiaries to whom allocations are being made are set out below:

The shares allocated to the EBT under the LTIP vest 3 years from the date of allocation. In relation to the new allocation, there are a number of objectives, the full details of which contain commercially sensitive information, which must be fulfilled in order for the shares to vest in full The RemCo expects to publish the objectives in detail at the time of vesting.  The objectives cover the delivery of mining and production levels of ilmenite and titanomagnetite from Kuranakh and an appropriate financing package to fund both the K&S andGarinskoye projects through to the commencement of mining operations, and the appointment of contractors to build the necessary infrastructure and the achievement of predetermined operating profit levels. In addition, the implementation of these developments must be conducted to the standards set by the HSE Committee of the board for Safety, Health Environment and Communities.

The RemCo has provided a weighting system for these objectives to enforce the importance and timing of each and the RemCo will advise the trustees of the EBT on the application and appropriateness of the objectives. Allocations to the potential beneficiaries will be scaled down to the extent that the objectives are not met and the shares do not vest.

A subsidiary of Aricom will provide a loan to the EBT to enable the EBT to subscribe for 13 million new ordinary shares in Aricom at 20p per ordinary share. These ordinary shares will be held by the EBT on behalf of the potential participants for the vesting period, together with 4 million Aricom shares already held by the EBT which have not previously been allocated under the LTIP and which will be allocated together with the new shares to satisfy the allocations referred to in this announcement. The RemCo has recommended an allocation price of 20p per ordinary share which is a 36% premium to the closing price on Wednesday, 8th October, 2008.

Should the RemCo advise the trustees of the EBT that the LTIP objectives have been successfully achieved, the shares will be sold, the proceeds from the sale of the shares above the allocation price will be passed to the relevant beneficiaries and the balance will be applied towards repayment of the EBT's loans.

Following the issue of the further 13 million ordinary shares to the EBT, which is expected to take place shortly, the total issued share capital of Aricom will be 1,182,863,763 ordinary shares.

Pavel Maslovskiy, Chairman, said: -

"It is critically important to align the interests of all senior management with those of Aricom's shareholders. This allocation under the LTIP, a year on from the first, is an effective way of rewarding key managers for success within the guidelines prescribed by the ABI."

- Ends -

For further information: