Last checked at 6 Apr 2017 10:53
Red Rock Resources Plc
("Red Rock" or the "Company")
Issue of Shares under Share Incentive Plan and Directors' Dealings
6 April 2016
Red Rock Resources Plc, the natural resource investment and development company, announces that on 5 April 2017 the Board of Directors approved the issuance of 8,712,000 ordinary shares in the Company ("Ordinary Shares") under the Company's Share Incentive Plan ("SIP") for the 2016/17 tax year as agreed in the Trustees meeting held on 3 April 2017.
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, however, they may only begin active participation in the Partnership Agreement at the beginning of the tax year.
Free Share Agreement - Free Share Award
Under the Free Share Agreement, employees may be awarded up to £3,600 worth of Ordinary Shares in the Company in any one tax year. Ordinary Shares to the value of £3,600 per existing employee have been awarded in respect of the 2016/17 tax year, representing a total of 3,000,000 Ordinary Shares, with reference to the mid-market closing price of 0.600p as of 31 March 2017.
Partnership Share Agreement - Share Award
In addition, employees may purchase up to £1,800 (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, 1,904,000 Partnership Shares and 3,808,000 Matching Shares (being 5,712,000 Shares in aggregate) have been awarded with reference to the mid-market closing price of 0.375p on 1 April 2016, which is the beginning of the accumulation period for the 2016/17 tax year.
The Directors have participated in both the Free Share award and the Partnership Share award and the above numbers include such participation, further details of which are set out below.
All shares awarded under the Free Share Agreement and the Partnership Share Agreement will be held by the SIP Trustees and such shares cannot be released to participants until five years after the date of the award, except in specific circumstances.
Directors' Participation
In respect of the 2016/2017 tax year, each Director has been awarded 600,000 Ordinary Shares under the Free Share Agreement, and all Directors were eligible to participate in the Partnership and Matching Share schemes. These shares awarded to Directors have been included in the table below, which sets out the total shareholding and interests of the directors in the enlarged share capital of the Company:
Directors | New Ordinary Shares | Ordinary Shares post Issuance | Total Shares | % of Enlarged Issued Share Capital | Warrants | Options | ||
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| Direct | Indirect* |
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Andrew R M Bell | 2,040,000 | 7,194,984 | 6,700,007 | 13,894,991 | 2.92% | 5,867,167 | 17,760,000 | |
Sam Quinn | 2,040,000 | 0 | 5,156,766 | 5,156,766 | 1.08% | 1,996,240 | 3,900,000 | |
Michael C Nott | 1,992,000 | 0 | 6,228,287 | 6,228,287 | 1.31% | 421,052 | 900,000 | |
Scott Kaintz | 2,040,000 | 0 | 6,638,194 | 6,638,194 | 1.39% | 1,785,714 | 15,680,000 | |
* Post issuance, Andrew Bell and Scott Kaintz both hold 4,852,480 shares, Mike Nott holds 4,756,480 shares and Sam Quinn holds 2,950,000 shares indirectly held by the Share Incentive Plan Trustees. In addition, Andrew Bell indirectly holds 5,600 shares through Beaufort Securities Nominees Limited and 1,330,834 shares in the account of Alliance Trust Nominees Limited and 511,093 shares in the account of Rock (Nominees) Limited - which were transferred from being held directly on 21 July 2016 - and 2,210,526 shares directly and jointly with Stephanie Bell. Michael Nott indirectly holds 1,471,807 shares jointly with Anna Nott through Barclayshare Nominees Limited. Scott Kaintz indirectly holds 1,785,714 shares through HSBC Client Holdings Nominee UK Limited. Sam Quinn indirectly holds 2,206,766 shares through Fitel Nominees Limited/WH Ireland.
Admission to trading on AIM and Total Voting Rights
Application is being made to AIM for 8,712,000 new Ordinary Shares allotted in relation to the SIP for 2016/17 tax year to be admitted to trading on AIM. Admission of the 8,712,000 new Ordinary Shares is expected on or around 12 April 2017.
Following the issue of the 8,712,000 new Ordinary Shares the issued share capital of the Company consists of 476,037,740 ordinary shares of 0.01p each with voting rights. No Ordinary Shares are held in Treasury.
The above figure of 476,037,740 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 Disclosure and Transparency Rules.
For Further Information Contact:
Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc
Scott Kaintz 0207 747 9990 Executive Director Red Rock Resources Plc
Roland Cornish/Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 0129 351 7744 Broker Dowgate Capital Stockbrokers Ltd.
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
1
| Details of the person discharging managerial responsibilities / person closely associated
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a)
| Name
| 1. Andrew R M Bell 2. Sam Quinn 3. Michael C Nott 4.Scott Kaintz | |||||||||||||||||
2
| Reason for the notification
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a)
| Position/status
| 1. Executive Chairman 2. Non-Executive Director 3. Non-Executive Director 4. Executive Director | |||||||||||||||||
b)
| Initial notification /Amendment
| Initial Notification | |||||||||||||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| Red Rock Resources Plc | |||||||||||||||||
b)
| LEI
| 213800383CFWX3U42W09 | |||||||||||||||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||||||||||||||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 0.01p each | |||||||||||||||||
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Identification code | ISIN: GB00BYWKBV38 | ||||||||||||||||||
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b)
| Nature of the transaction
| Issue of Shares under Share Incentive Plan | |||||||||||||||||
c)
| Price(s) and volume(s) |
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d)
| Aggregated information |
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- Aggregated volume | 8,712,000 | ||||||||||||||||||
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- Price | 0.4525 pence | ||||||||||||||||||
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e)
| Date of the transaction
| 5 April 2017 | |||||||||||||||||
f)
| Place of the transaction
| Outside a trading venue | |||||||||||||||||