14 Apr 2015 16:13
Regency Mines Plc
("Regency" or the "Company")
Issue of Shares under Share Incentive Plan and Directors' Dealings
14 April 2015
Regency Mines Plc ("Regency" or the "Company"), the natural resources exploration and investment company with interests in oil in the United States, nickel and other minerals in Australia, Greenland, Papua New Guinea and Sudan, announces that on 13 April 2015 the Board of Directors approved the issue and allotment of 124,907,129 ordinary shares in the Company ("Ordinary Shares") under the Company's Share Incentive Plan ("SIP") for the 2014/15 tax year following notification by the SIP Trustees of the entitlements due in respect of that year.
Under the terms of the SIP, once employees have satisfactorily completed their probationary period, they may sign up to both the Free Share and Partnership Share Agreement.
a) Free Share Agreement - Share Award
Under the Free Share Agreement, employees may be awarded up to £3,000 worth of Ordinary Shares in the Company in any one tax year. Accordingly, 59,999,996 Free Shares have been awarded with reference to the closing mid-market price of 0.07p on 31 March 2015.
b) Partnership Share Agreement - Share Award
In addition, employees may purchase up to £1,500 (or up to a maximum of 10% of their salary, whichever is the lower) worth of Shares (the "Partnership Shares") in any one tax year. The Company will match these shares on a 2:1 basis (the "Matching Shares"). The Partnership and the Matching Shares are awarded with reference to the lower of the mid-market closing price at the beginning or at the end of the accumulation period.
Therefore, 21,635,711 Partnership Shares and 43,271,422 Matching Shares (being 64,907,133 Shares in aggregate) have been awarded with reference to the mid-market closing price of 0.07p on 31 March 2015, which is the end of the accumulation period for the 2014/15 tax year.
All such shares will be held by the SIP Trustees and the Free Shares and Matching Shares cannot be released to participants until five years after the date of the award, except in specific circumstances.
Directors' Participation
The Directors have also participated in the Free Share and Partnership Share Agreement and the shares awarded in paragraphs 'a' and 'b' above take this into account.
In respect of the 2014/2015 tax year, each Director has been awarded 4,285,714 Free Shares and has purchased 2,142,857 Partnership Shares and has been awarded 4,285,714 Matching Shares. These Shares awarded to Directors have been included in the calculations above.
As a result of such participation, the Directors' current shareholdings in the Company, are set out in the table below:
Directors | Number of | Number of Partnership Shares Awarded | Number of Matching Shares Awarded | Ordinary Shares in the Company | % of Issued Share Capital | ||
Free Shares Awarded | Direct | Indirect* | Total | ||||
Andrew R M Bell | 4,285,714 | 2,142,857 | 4,285,714 | 18,847,914 | 31,048,003 | 49,895,917 | 2.61% |
Edmund Sr Bugnosen | 4,285,714 | 2,142,857 | 4,285,714 | 200,000 | 14,089,203 | 14,289,203 | 0.75% |
Scott C Kaintz | 4,285,714 | 2,142,857 | 4,285,714 | 421,053 | 14,100,399 | 14,521,452 | 0.76% |
Julian M E Lee | 4,285,714 | 2,142,857 | 4,285,714 | - | 19,708,256 | 19,708,256 | 1.03% |
John Watkins | 4,285,714 | 2,142,857 | 4,285,714 | 4,150,000 | 14,100,399 | 18,250,399 | 0.95% |
* Each Director indirectly holds 14,100,399 shares, apart from Edmund Bugnosen who holds 14,089,203 shares, held by the SIP Trustees. In addition, Julian M E Lee holds 5,607,857 shares through HSBC Global Custody Nominee (UK) Limited and Andrew R M Bell has 16,947,604 shares held by Brewin 1762 Nominees Limited.
Admission to trading on AIM and Total Voting Rights
Application is being made to AIM for 124,907,129 new Ordinary Shares allotted in relation to the SIP for 2014/15 tax year which when issued will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on AIM. Admission of the 124,907,129 new Ordinary Shares is expected on 21 April 2015.
Following the issue of the 124,907,129 new Ordinary Shares the issued share capital of the Company consists of 1,913,826,055 Ordinary shares of 0.01p each with voting rights ("Ordinary Shares") and 1,788,918,926 deferred shares of 0.09p each. The deferred shares are non-voting, are not admitted to trading on AIM and are not entitled to any participation in the profits or the assets of the Company. No Ordinary Shares are held in Treasury. Therefore the total number of Ordinary Shares in the Company with voting rights is 1,913,826,055.
The above figure of 1,913,826,055 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.
Andrew Bell, Chairman, comments: "The SIP is a Government-created scheme to encourage wider employee share ownership, and has to be offered to all employees on an equal basis. Employees who participate in Partnership Shares save each month during the year, and receive shares at year end. This is a valuable scheme that aligns employees' interests with those of shareholders. Obviously, the basis of offer for the last tax year could not take account of the subsequent fall in the value of companies in the sector, Regency included, and we will review carefully appropriate levels for the current tax year."
Enquiries:
Andrew Bell0207 747 9960 or 0776 647 4849 Chairman Regency Mines Plc
Roland Cornish/Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 0129 351 7744 Broker Dowgate Capital Stockbrokers Ltd.
Christian Pickel0203 128 8208 Media Relations MHP Communications