22 May 2019 07:00
22 May 2019
W Resources Plc
("W" or the "Company")
Exercise of Warrants by Directors
W Resources Plc (AIM:WRES), the tungsten, tin and gold mining company with assets in Spain and Portugal, confirm that as outlined in the Company's announcement of 18 April 2019, two of the Company's Directors and Existing Warrant holders, Michael Masterman and Byron Pirola, have now each exercised 17,857,142 warrants early to acquire new ordinary shares of 0.1p each in the Company ("Ordinary Shares") with a strike price of 0.42p and an expiry date of 20 June 2019 ("Existing Warrants"). The Existing Warrants represent the unexercised warrants which were awarded to investors who subscribed for Ordinary Shares at a price of 0.28p per share as announced on 14 June 2017 and 16 June 2017.
In line with the terms set out for all warrant holders who agreed to exercise their Existing Warrants early, the Company has offered two new warrants ("New Warrants") for every Existing Warrant exercised. Each New Warrant will entitle the holder to subscribe for a new Ordinary Share at an exercise price of 0.60p at any time at the holder's option until 31 December 2020.
Michael Masterman and Byron Pirola who, together with their related interests, each own 17,857,142 Existing Warrants have, following the agreement of the Company's independent directors, exercised their Existing Warrants on the same terms, including the offer to each of 35,714,284 New Warrants.
The granting of New Warrants to Michael Masterman and Byron Pirola constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The independent Directors, having consulted with the Company's Nominated Adviser, Grant Thornton UK LLP, consider that the granting of the New Warrants to Michael Masterman and Byron Pirola is fair and reasonable insofar as the Company's shareholders are concerned.
Following this transaction, Michael Masterman's interest in the Company (including those of related parties) will be 1,105,772,790 Ordinary Shares representing 18.34% of the Company's total voting rights.
Following this transaction, Byron Pirola's interest in the Company (including those of related parties) will be 314,495,460 Ordinary Shares representing 5.21% of the Company's total voting rights.
The notifications below are made in accordance with the requirements of the EU Market Abuse Regulation.
Settlement and Dealings
Application will be made for the 35,714,284 new Ordinary Shares being issued in connection the exercise of the Existing Warrants to be admitted to trading on AIM with admission expected to occur on or around 28 May 2019.
Total Voting Rights
Following admission of the new Ordinary Shares, the Company's enlarged issued share capital will comprise 6,030,666,440 Ordinary Shares with voting rights. The Company has no shares held in Treasury. This figure of 6,030,666,440 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries: W Resources Plc Michael Masterman T: +44 (0) 20 7193 7463 www.wresources.com
Turner Pope Investments (TPI) Ltd Andy Thacker T: +44 (0) 203 621 4120 www.turnerpope.com |
Grant Thornton UK LLP Colin Aaronson / Seamus Fricker T: +44 (0) 20 7383 5100
Gable Communications Justine James T: +44 (0) 20 7193 7463 M: +44 (0) 7525 324431 |
Notification of Transactions of Persons Discharging Managerial Responsibility and Persons Closely Associated with them
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Michael Masterman [legal person - Symmall Pty Ltd.]
| |||
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
| W Resources Plc | |||
b)
| LEI
| 213800H66EK87TAOS666 | |||
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 0.1 pence each | |||
|
| ||||
Identification code | GB00B0358H47 | ||||
|
| ||||
b)
| Nature of the transaction
| Exercise of warrants | |||
c)
| Price(s) and volume(s) |
|
|
|
|
|
| Price(s) | Volume(s) |
| |
|
| 0.42 pence | 17,857,142 |
| |
|
|
|
|
| |
d)
| Aggregated information |
| |||
|
| ||||
- Aggregated volume | Aggregate volume: 17,857,142 Aggregate price: 0.42 pence Aggregate total: £75,000 | ||||
|
| ||||
- Price |
| ||||
|
| ||||
e)
| Date of the transaction
| 21 May 2019 | |||
f)
| Place of the transaction
| Off-market transaction | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Byron Pirola [Beronia Investments Pty Ltd ATF Duke Trust]
| |||
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
| W Resources Plc | |||
b)
| LEI
| 213800H66EK87TAOS666 | |||
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 0.1 pence each | |||
|
| ||||
Identification code | GB00B0358H47 | ||||
|
| ||||
b)
| Nature of the transaction
| Exercise of warrants | |||
c)
| Price(s) and volume(s) |
|
|
|
|
|
| Price(s) | Volume(s) |
| |
|
| 0.42 pence | 17,857,142 |
| |
|
|
|
|
| |
d)
| Aggregated information |
| |||
|
| ||||
- Aggregated volume | Aggregate volume: 17,857,142 Aggregate price: 0.42 pence Aggregate total: £75,000 | ||||
|
| ||||
- Price |
| ||||
|
| ||||
e)
| Date of the transaction
| 21 May 2019 | |||
f)
| Place of the transaction
| Off-market transaction | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Michael Masterman [legal person - Symmall Pty Ltd.]
| |||
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
| W Resources Plc | |||
b)
| LEI
| 213800H66EK87TAOS666 | |||
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 | Warrants over Ordinary shares of 0.1 pence each expiring 31 December 2020 | |||
|
| ||||
Identification code | For Ordinary Shares: GB00B0358H47 | ||||
|
| ||||
b)
| Nature of the transaction
| Granting of warrants | |||
c)
| Price(s) and volume(s) |
|
|
|
|
|
| Price(s) | Volume(s) |
| |
|
| 0.60 pence | 35,714,284 |
| |
|
|
|
|
| |
d)
| Aggregated information |
| |||
|
| ||||
- Aggregated volume |
| ||||
|
| ||||
- Price |
| ||||
|
| ||||
e)
| Date of the transaction
| 21 May 2019 | |||
f)
| Place of the transaction
| Off-market transaction | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Byron Pirola [Beronia Investments Pty Ltd ATF Duke Trust]
| |||
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
| W Resources Plc | |||
b)
| LEI
| 213800H66EK87TAOS666 | |||
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 | Warrants over Ordinary shares of 0.1 pence each expiring 31 December 2020 | |||
|
| ||||
Identification code | For Ordinary Shares: GB00B0358H47 | ||||
|
| ||||
b)
| Nature of the transaction
| Granting of warrants | |||
c)
| Price(s) and volume(s) |
|
|
|
|
|
| Price(s) | Volume(s) |
| |
|
| 0.60 pence | 35,714,284 |
| |
|
|
|
|
| |
d)
| Aggregated information |
| |||
|
| ||||
- Aggregated volume |
| ||||
|
| ||||
- Price |
| ||||
|
| ||||
e)
| Date of the transaction
| 21 May 2019 | |||
f)
| Place of the transaction
| Off-market transaction | |||