8 Jun 2020 07:00
8 June 2020
Trans-Siberian Gold plc
("TSG", the "Company" or the "Group")
Long Term Incentive Plan
Notification of Transactions by Persons Discharging
Managerial Responsibilities
Trans-Siberian Gold plc (TSG.LN), a low cost, high grade gold producer in Kamchatka, Russia, today announces a Long Term Incentive Plan (the "LTIP" or the "Scheme") whose objective is the sustained alignment of interests between directors and shareholders to deliver long-term growth in shareholder value.
There are currently no options or warrants in existence. The current executive remuneration structure at TSG comprises salary and annual bonus only. The Board of Directors ("Board") of TSG believes that the LTIP will attract, retain and motivate key senior members of the TSG leadership team. The longer time horizons of the LTIP scheme are commensurate and aligned with the execution of the Company's strategy to become a mid-tier gold producer and developer by:
· enhancing existing operations;
· utilising our stable platform for future growth opportunities; and
· pursuing selective accretive M&A opportunities
The Board expect the delivery of the Company's strategy to drive shareholder value through:
· strong cash flow to support organic growth;
· sustainable dividend payments; and
· capital appreciation through an increase in enterprise value.
Charles Ryan, Chairman of TSG, commented:
"We strongly believe that the remuneration of the Executive Directors should be aligned to the Company's performance and the successful execution of its strategy. Further, the Executive Directors have already delivered significant shareholder return in recent years and therefore it is right that we must retain and incentivise them appropriately. We feel this scheme can deliver this upside for all stakeholders whilst operating within an appropriate governance framework".
Principles of the Scheme
The Board has been advised by PwC LLP who have provided guidance on the terms of an appropriate performance related equity incentive scheme which are proportionate, rational and measured in order to motivate the executive directors and senior management of the Company to drive long term value creation. The Scheme is in line with other comparable companies' long-term incentive schemes for senior leadership, and reflects the challenging environment in which the Company operates.
The Scheme will comprise performance based equity, in order to drive the creation of shareholder value through future long term strategic and operational success, and time based equity to support retention and reward historic achievement.
The Scheme will be limited to those who are most able to drive the performance of the Group. Initially, awards will only be granted to Mr. Alexander Dorogov (CEO) and Mr. Eugene Antonov (COO) (the ("Executive Directors").
Under the terms of the Scheme, the equity pool will be limited to 10 per cent. of the Company's current issued share capital (but may be extended to 15 per cent. in the event of an outstanding level of share price growth at the end of the period). The quantum of the awards under the Scheme is in line with the UK Corporate Governance Code and the Investment Association's guidance on equity dilution being limited to 10 per cent. in any rolling 10-year period with the potential to increase if performance has been exceptional.
Grant of awards under the Scheme
The awards granted under the LTIP are structured as conditional share awards over ordinary shares in the Company.
Director/PDMR | Position | Number of Performance Shares | Number of Time-Restricted Shares | Special Award Shares | Total grant of Scheme Shares |
|
| A | B | C | (A+B+C) |
Alexander Dorogov | CEO | 750,000 | 750,000 | 797,988 | 2,297,988 |
Eugene Antonov | COO | 650,000 | 650,000 | - | 1,300,000 |
Total* |
|
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| 3,597,988 |
* Total excludes the potential issue of out performance shares
The awards will ordinarily vest on 5 June 2023, subject to the grantee's continued service and the extent to which performance targets are satisfied over the measurement period which runs for three years from 5 June 2020. Further details of the Schem are set out below:
Terms of the Scheme
Under the terms of the Scheme, the awards are subject to various vesting criteria.
Half of the LTIP Awards will vest based on absolute Total Shareholder Return (TSR) performance measured over a 3-year period, with 25% vesting for a closing TSR of £1.09 rising on a straight-line basis to 100% vesting for a closing TSR of £1.50, or will be banked (but will not vest until the end of the 3-year period) if TSR is £1.50 or above for 30 continuous days at any point during the period The absolute TSR targets have been set based on a Compound Annualised Growth Rate of 8% p.a. and 20% p.a. for threshold and stretch targets respectively from a base price of £0.87 (the 30-day average Volume Weighted Average Price to 4 June 2020). Holders of these awards will only accrue value in the event that the Company's shareholders receive value and return over the time period through a combination of share price appreciation and potential distributions of capital, thereby aligning the interests of the Executive Directors with those of all Shareholders.
The remaining half of the LTIP awards are subject to time qualification. One third of these shares vest each year, based on continued employment only, but cannot be sold or transferred until after 3 years from the date of grant. The Remuneration Committee will have the power and discretion to scale back awards acting fairly and reasonably. The Executive Directors must build and retain a holding of 100 per cent. of salary in Shares before realising value from the LTIP. In addition, the number of shares under award in the tables above will be multiplied by 1.5 only if the share price at the end of the performance period reaches an out-performance target of £1.90 or above.
Mr. Dorogov has also been granted a one-off conditional share award over 797,988 ordinary shares which recognises the value created during his tenure previously as the Company's CFO and now CEO during which time no options or warrants have been in existence. The options vest after 12 months subject to continued employment. Given the Company's performance and prospects, the Directors believe that the reward and retention of Mr. Dorogov is in the best interests of all shareholders as a whole.
The implementation of the Scheme does not require shareholder approval. However, as recommended under the QCA Code, the Board has consulted with certain significant shareholders of the Company who are supportive.
Related Party Transaction
The LTIP scheme, and the award to the Executive Directors is a Related Party transaction pursuant to the AIM Rules for Companies. Accordingly the non-executive Directors, who are independent, consider, having consulted with the Company's Nominated Adviser, that the terms of the LTIP and the award to the Executive Directors is fair and reasonable in so far as shareholders are concerned.
Notification of Transactions by Persons Discharging Managerial Responsibilities
Details of the full notifications received by the Company are set out below:
1. | Details of PDMR / person closely associated with them ("PCA") | |||||
a) | Name | Alexander Dorogov | ||||
2. | Reason for the notification | |||||
a) | Position / status | CEO | ||||
b) | Initial notification / amendment | Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Trans-Siberian Gold plc | ||||
b) | LEI | 213800HENP1FDZHJAF13
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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 Identification code | Ordinary shares of Trans-Siberian Gold plc of 10p GB0033756866 | ||||
b) | Nature of the transaction | Grant of a conditional share award under the Company's LTIP. The award will ordinarily vest on 5 June 2023, subject to the grantee's continued service and the extent to which performance targets are satisfied over the measurement period which runs for three years from 5 June 2020.
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c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 5 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1. | Details of PDMR / person closely associated with them ("PCA") | |||||
a) | Name | Eugene Antonov | ||||
2. | Reason for the notification | |||||
a) | Position / status | COO | ||||
b) | Initial notification / amendment | Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Trans-Siberian Gold plc | ||||
b) | LEI | 213800HENP1FDZHJAF13
| ||||
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 Identification code | Ordinary shares of Trans-Siberian Gold plc of 10p GB0033756866 | ||||
b) | Nature of the transaction | Grant of a conditional share award under the Company's LTIP. The award will ordinarily vest on 5 June 2023, subject to the grantee's continued service and the extent to which performance targets are satisfied over the measurement period which runs for three years from 5 June 2020.
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 5 June 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
* The number of shares under award stated in the tables above can be multiplied by 1.5 only if if the out performance condition is achieved where applicable
ENDS
Contacts |
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TSG |
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Stewart Dickson | +44 (0) 7799 694195 |
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Arden Partners plc |
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Paul Shackleton (Corporate Finance)Tim Dainton / Fraser Marshall (Equity Sales) | +44 (0) 207 614 5900 |
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Hudson Sandler (Financial PR) | +44 (0) 207 796 4133 |
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Charlie Jack / Katerina Parker / Elfreda Kent |
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About TSG
TSG is focused on low cost, high grade mining operations and stable gold production from its 100% owned Asacha Gold Mine in Far East Russia. The Company also holds the licence for the development and exploration of the Rodnikova deposit, one of the largest gold fields in South Kamchatka.
Additional information is available from the Company's website: www.trans-siberiangold.com
Market Abuse Regulations
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
Disclaimer
This announcement contains "forward-looking statements" - that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "should" or "will." Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, uncertainties arise from the behaviour of financial and metals markets, fluctuations in interest and/or exchange rates and metal prices; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different that those expressed in our forward-looking statements.