28 Aug 2020 07:00
28 August 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 for certain Non-Executive Directors (the "Non-Employee LTIP" or the "Scheme"), the objective of which is to ensure the continued alignment of interests between all directors and shareholders to deliver long-term growth in shareholder value.
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 align the Non-Executive Directors with the Executive Directors and shareholders 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.
Under the terms of the Scheme, and the LTIP for Executive Directors announced on 8 June 2020, in aggregate, the equity pool will be limited to 10% of the Company's current issued share capital (but may be extended to 15% in exceptional circumstances where significant value has been created for shareholders). 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% 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 Non-Employee LTIP are structured as conditional share awards or nil cost options over ordinary shares in the Company, as set out below.
PDMR | Type of Award** | Number of Performance Shares | Number of Time-Restricted Shares | Total grant of Scheme Shares |
|
| A | B | (A+B) |
Charles Ryan | Conditional Share Award | 125,000 | 125,000 | 250,000 |
Florian Fenner | Conditional Share Award | 125,000 | 125,000 | 250,000 |
Robert Sasson | Conditional Share Award | 125,000 | 125,000 | 250,000 |
Stewart Dickson | Nominal Cost Option | 275,000 | 275,000 | 550,000 |
Total* |
|
|
| 1,300,000 |
* Total excludes the potential issue of out performance shares
** Recipients are responsible for payment of the nominal value of the Company's ordinary shares subject to the Scheme.
The awards will ordinarily vest on 27 August 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 27 August 2020. Further details of the Scheme 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 Non-Employee 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 to be consistent with the LTIP awards granted to Executive Directors on 5 June 2020, as detailed in the RNS announcement dated 8 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 grantees 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 appointment only, but cannot be sold or transferred until after 3 years from the date of grant. TSG's Board will have the power and discretion to scale back awards acting fairly and reasonably.
In addition, the number of shares set out in the table 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.
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 have expressed their support for the Scheme.
QCA Corporate Governance Code
The Company has adopted the QCA Code, and is committed to transparency and high standards of corporate governance, which in turn contributes to the success of the Company.
In accordance with the QCA Code, the Board reviews its corporate governance arrangements from time to time and has considered how awards under the Scheme may affect the independence of the grantees. Messrs Ryan, Fenner and Sasson are connected with UFG, the majority shareholder grouping and as such are already regarded as non-independent. The Board, having consulted with the Company's Nominated Adviser, has assessed that at this time, Mr. Dickson should no longer be considered as independent for the purposes of the QCA Code. As a result, the Company will only have one Independent Non-Executive Director, Lou Naumovski. Principle Five of the QCA Code recommends that the Board has at least two Independent Non-Executive Directors. The Board will take steps to appoint a further Independent Non-Executive Director to address this. All Non-Executive Directors continue to act independently of the executive management, provide constructive challenge to the Executive Directors and effectively deliver the Group's strategy, which continues to provide all shareholders with attractive returns.
Related Party Transaction
The Non-Employee LTIP is a Related Party transaction pursuant to the AIM Rules for Companies. Mr. Naumovski will not participate in the Scheme and is independent of the Scheme for the purposes of Rule 13, and having consulted with the Company's Nominated Adviser, considers that the terms of the Non-Employee LTIP are 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 | Charles Ryan | ||||
2. | Reason for the notification | |||||
a) | Position / status | Chairman | ||||
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 Non-Employee LTIP. The award will ordinarily vest on 27 August 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 27 August 2020.
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 27 August 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1. | Details of PDMR / person closely associated with them ("PCA") | |||||
a) | Name | Florian Fenner | ||||
2. | Reason for the notification | |||||
a) | Position / status | Non-Executive Director | ||||
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 Non-Employee LTIP. The award will ordinarily vest on 27 August 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 27 August 2020.
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 27 August 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1. | Details of PDMR / person closely associated with them ("PCA") | |||||
a) | Name | Robert Sasson | ||||
2. | Reason for the notification | |||||
a) | Position / status | Non-Executive Director | ||||
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 Non-Employee LTIP. The award will ordinarily vest on 27 August 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 27 August 2020.
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 27 August 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1. | Details of PDMR / person closely associated with them ("PCA") | |||||
a) | Name | Stewart Dickson | ||||
2. | Reason for the notification | |||||
a) | Position / status | Non-Executive Director | ||||
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 nominal cost option under the Company's Non-Employee LTIP. The award will ordinarily vest on 27 August 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 27 August 2020.
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
Not applicable - single transaction | ||||
e) | Date of the transaction | 27August 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 |
|
|
|
|
|
TSG |
|
|
Stewart Dickson | +44 (0) 7799 694195 |
|
Arden Partners plc |
|
|
Paul Shackleton (Corporate Finance)Tim Dainton / Fraser Marshall (Equity Sales) | +44 (0) 207 614 5900 |
|
Hudson Sandler (Financial PR) | +44 (0) 207 796 4133 |
|
Charlie Jack / Katerina Parker / Elfreda Kent |
|
|
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.