3 Oct 2016 07:05
DISSEMINATION OF A REGULATORY ANNOUNCEMENT THAT CONTAINS INSIDE INFORMATION ACCORDING TO REGULATION (EU) NO 596/2014 (MAR).
3 October 2016
StratMin Global Resources Plc
("StratMin" or the "Company")
Subscription for Shares by Directors, former Directors and Management
StratMin Global Resources Plc (AIM: STGR) is pleased to announce the implementation of the previously approved subscription for shares by Directors, former Directors and Management to fully align the interests of the Board with shareholders.
As announced on 18 December 2015, your Board and senior management team made a commitment to ensure they are fully aligned with Shareholder interests, and had to this end agreed to subscribe for shares to the value of their 2015/16 (up to 30 April 2016) salaries and fees. This is in accordance with the resolutions approved by shareholders at the general meeting held on 6 January 2016. The Board has now agreed to extend this arrangement for the period from 1 May 2016 to 19 September 2016 (the date of the recent board changes). Certain of the directors, senior management and former directors will therefore subscribe a total of £344,500 at a price of 2.5p per ordinary share of 0.01 pence each ("Ordinary Shares"), a premium of 54% to the previous day's closing mid-market price. As a result, the Company will issue 13,780,022 Ordinary Shares (the "New Ordinary Shares"). Following the issue of the New Ordinary Shares, the holdings of the directors will be as follows:
Director | Number of New Ordinary Shares subscribed for | Total shareholding upon Admission
| Percentage of voting rights in the Company upon Admission |
Shishir Kumar Poddar¹ | 4,312,000 | 6,284,387 | 3.55% |
Robert Brett Boynton | 4,352,690 | 4,352,690 | 2.46% |
Zegham Rashid Choudhry | 0 | 0 | 0% |
Total | 8,664,690 | 10,637,077 | 6.01% |
¹ 1,972,387 shares are held by Tirupati Carbons & Chemicals Pvt. Ltd, of which Mr Poddar is a 50 per cent. shareholder and director.
The Company will make an application for the New Ordinary Shares to be admitted to trading on AIM. It is expected that admission will become effective on or around 7 October 2016 ("Admission").
Following the issue of the New Ordinary Shares, and for the purposes of the Disclosure and Transparency Rules, the Company's total issued share capital on Admission of the New Ordinary Shares will consist of 176,929,413 Ordinary Shares. The above figure 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.
In addition, Mr Boynton and Mr Poddar have each agreed, with effect from 1 October 2016, to a reduction of 75 per cent of their Director's fee to £20,000 per annum and to taking up to 50 per cent. of this remuneration in equity (the "Fee Shares"). The Fee Shares will be issued on a quarterly basis, commencing on 2 January 2017. The price at which the Fee Shares will be issued will be set at the higher of 2.5 pence per Fee Share or the average of the closing mid-market price of the Ordinary Shares on the five trading days immediately prior to the quarterly issue. Mr Choudhry was appointed as a director of the Company on 19 September 2016 with a remuneration structure which includes a director's fee of £20,000 per annum, up to half of which is to be taken in equity on the same terms as the Fee Shares.
The issue of the New Ordinary Shares and the Fee Shares to certain of the Directors and former Directors constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The Company's independent non-executive director, Mr Zeg Choudhry, considers, having consulted with the Company's Nominated Adviser, Allenby Capital Limited, that the terms of the issue of both the New Ordinary Shares and the Fee Shares to be fair and reasonable insofar as the Company's shareholders are concerned.
Brett Boynton, CEO, Commented:
"Following the completion of the divestment of Graphmada and the publication of the Half Year Results, the Directors are pleased to be able to fulfill the commitment made at the beginning of the year to build an equity stake in the Company. I am very encouraged that key management has also volunteered to join Shishir and I in making this commitment and that our new fellow Director has similarly agreed to immediately begin building an equity position going forward."
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Shishir Kumar Poddar | ||||
2 | Reason for the notification | |||||
a) | Position/status | Director, Technical Director
| ||||
b) | Initial notification /Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | StratMin Global Resources Plc
| ||||
b) | LEI | Not available | ||||
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 instrumentIdentification code | Ordinary shares of 0.01 pence each in StratMin Global Resources Plc Identification code (ISIN) for StratMin Global Resources plc ordinary shares: GB00B9276C59 | ||||
b) | Nature of the transaction | Purchase of shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information- Aggregated volume- Price | Single transaction as in 4 c) above
| ||||
e) | Date of the transaction | 30 September 2016 | ||||
f) | Place of the transaction | Outside a Trading Venue - conditional issue of new ordinary shares | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Robert Brett Boynton | ||||
2 | Reason for the notification | |||||
a) | Position/status | Director, Chief Executive Officer
| ||||
b) | Initial notification /Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | StratMin Global Resources Plc
| ||||
b) | LEI | Not available | ||||
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 instrumentIdentification code | Ordinary shares of 0.01 pence each in StratMin Global Resources Plc Identification code (ISIN) for StratMin Global Resources plc ordinary shares: GB00B9276C59 | ||||
b) | Nature of the transaction | Purchase of shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information- Aggregated volume- Price | Single transaction as in 4 c) above
| ||||
e) | Date of the transaction | 30 September 2016 | ||||
f) | Place of the transaction | Outside a Trading Venue - conditional issue of new ordinary shares | ||||
For further information, please visit www.stratminglobal.com or contact:
StratMin Global Resources Plc Brett Boynton, CEO | +44 (0) 20 3691 6160 |
Allenby Capital (Nominated Adviser & Broker) John Depasquale/Nick Harriss/Liz Kirchner | +44 (0) 020 3328 5656 |
Optiva Securities (Broker) Christian Dennis | +44 (0) 20 3137 1903 |
VSA Capital Limited (Financial Adviser) Andrew Raca | ++44 (0)20 3005 5000 |