Last checked at 14 Apr 2015 16:00
Red Rock Resources Plc
("Red Rock" or the "Company")
Issue of Shares under Share Incentive Plan and Directors' Dealings
14 April 2015
Red Rock Resources plc ("Red Rock" or the "Company"), the mining and exploration company with gold interests in Colombia, Kenya, and Ivory Coast and iron ore interests in Greenland, announces that on 13 April 2015 the Board of Directors approved the issue and allotment of 102,652,904 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 entitlement 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, 49,411,754 Free Shares have been awarded with reference to the closing mid-market price of 0.085p 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, 17,747,050 Partnership Shares and 35,494,100 Matching Shares (being 53,241,150 Shares in aggregate) have been awarded with reference to the mid-market closing price of 0.085p 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 3,529,411 Free Shares and has purchased 1,764,705 Partnership Shares and has been awarded 3,529,410 Matching Shares, which have been included in the above overall calculations.
As a result of such participation, the Directors' current shareholdings in the Company, are set out in the table below:
Directors |
Number of Partnership Shares Awarded |
Number of Matching Shares Awarded | Ordinary Shares in the Company | % of Issued Share Capital | |||
Number of Free Shares Awarded | Direct
| Indirect*
| Total
| ||||
Andrew R M Bell | 3,529,411 | 1,764,705 | 3,529,410 | 7,779,160 | 11,702,008 | 19,481,168 | 0.44% |
James F Ladner | 3,529,411 | 1,764,705 | 3,529,410 | 6,000,000 | 12,338,273 | 18,338,273 | 0.41% |
Michael C Nott | 3,529,411 | 1,764,705 | 3,529,410 | - | 27,304,571 | 27,304,571 | 0.61% |
John Watkins | 3,529,411 | 1,764,705 | 3,529,410 | 7,250,000 | 13,562,008 | 20,812,008 | 0.47% |
* Each Director indirectly holds 11,562,008 shares held by the SIP Trustees. In addition, Andrew Bell holds 140,000 shares through Beaufort Securities Nominees Limited, Michael C Nott indirectly holds 15,742,563 shares jointly with Anna Nott through Barclayshare Nominees Limited, John Watkins holds 2,000,000 shares through Diane Mary Watkins and James F Ladner holds 776,265 shares through an undisclosed nominee which are pledged as collateral for a loan.
Admission to trading on AIM and Total Voting Rights
Application is being made to AIM for 102,652,904 new Ordinary Shares allotted in relation to the SIP for 2014/15 tax year to be admitted to trading on AIM. Admission of the 102,652,904 new Ordinary Shares, which when issued will rank pari passu with the existing Ordinary Shares in issue, is expected on 21 April 2014.
Following the issue of the 102,652,904 new Ordinary Shares the issued share capital of the Company consists of 4,444,173,263 Ordinary shares of 0.01p each with voting rights and 2,371,116,172 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 4,444,173,263.
The above figure of 4,444,173,263 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, Red Rock included, and we will review carefully appropriate levels for the current tax year."
For further information, please contact:
Andrew Bell 0207 747 9990 or 0776 647 4849 Chairman 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
Christian Pickel 0203 128 8817 Media Relations MHP Communications