TIDMSAV
RNS Number : 9462R
Savannah Resources PLC
06 March 2019
6 March 2019
Savannah Resources Plc
Savannah Resources Plc
Implementation of New Long-Term Incentive Plan
Savannah Resources plc (AIM: SAV, FWB: SAV and SWB: SAV)
('Savannah', or the 'Company'), the AIM quoted resource development
company, announces that upon the recommendation of the Company's
Remuneration Committee it has approved the implementation of a new
long-term incentive plan ('LTIP') designed to incentivise the
Company's Executive Directors and certain other members of the
Senior Management team (the "Participants").
The LTIP, which has been prepared with advice from KPMG LLP,
replaces the Company's prior Long-Term Incentive Plan which was
implemented and announced on 13 April 2018 (the "2018 Plan"). The
2018 Plan and all awards under it have been terminated with no
rewards having been granted.
The LTIP has been established to encourage long-term value
creation for Savannah's shareholders and to align the interests of
the Participants with shareholders. Awards under the LTIP take the
form of options over the Company's ordinary shares of 1 pence each,
(the "Options") which are exercisable from the third anniversary of
the date of grant (subject to several market standard specific
exceptions), at an exercise price determined by the Remuneration
Committee. The Board believes that the implementation of the LTIP
will incentivise the Participants and will also help Savannah to
attract and retain talented individuals in the future as the
Company expedites the development of its mining projects.
Matthew King, the Company's Chairman said today: "Savannah has
developed a new remuneration policy aimed at rewarding performance,
encouraging retention of key staff and aligning their interests
with those of shareholders. The LTIP is intended to support this
policy."
Further Details of the Long-Term Incentive Plan
The LTIP is a share option scheme of the kind commonly adopted
by listed companies. The earliest date on which the Options can be
exercised is three years from the date of grant. The exercise price
of the Options being issued at this time is 10p which represents an
87% premium to the closing share price on 5 March 2019. Once
exercised, these shares cannot be sold until five years from the
date of grant of the Option, except to the extent necessary to meet
the costs of exercise, or where the Remuneration Committee agrees
to any reasonable request from an Option holder to make an earlier
disposal. The LTIP allows for up to 7.5% of the Company's issued
share capital to be allocated to employees. The Remuneration
Committee has adopted a policy whereby up to 5% of the Company's
issued share capital should be made available via the LTIP to the
Executive Management Team only, with the balance being available to
other employees. These percentages will be reviewed annually by the
Company's Remuneration Committee. The LTIP also includes malus and
clawback clauses.
The Company's Remuneration Committee recommended to issue 8.7m
Options to certain members of the Executive Management Team, which
is equal to 1.0% of the number of Shares in issue. The table below
sets out the Options which have been granted under the new LTIP.
The exercise price on these newly granted Options is GBP0.1 (10
pence) which represents an 87% premium to the share price on 5
March 2019, and their duration is five years.
Total LTIP Options as
LTIP Option % of issued Shares in
Executive Management Team Participant Quantity the Company
Dale Ferguson - Technical Director 3,000,000 0.3%
------------ -----------------------
Michael McGarty - Chief Financial
Officer 2,400,000 0.3%
------------ -----------------------
Paul O'Donoghue - International
Relations - Portugal and Mozambique 1,300,000 0.1%
------------ -----------------------
Christoph Erdin - General Counsel 1,000,000 0.1%
------------ -----------------------
Asa Bridle - Commercial Officer
/ Business Development Manager 1,000,000 0.1%
------------ -----------------------
Total 8,700,000 1.0%
------------ -----------------------
Additionally, 250,000 Options have been granted on the same
terms to another employee.
Related Party Transaction
The implementation of the LTIP constitutes a related party
transaction pursuant to rule 13 of the AIM Rules for Companies. The
Company's Non-Executive Directors, who are not party to the LTIP
and are therefore independent directors for these purposes, having
consulted with the Company's Nominated Adviser, consider the terms
of the LTIP to be fair and reasonable insofar as Savannah's
shareholders are concerned.
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 1. Dale Ferguson
2. Michael McGarty
3. Paul O'Donoghue
4. Christoph Erdin
5. Asa Bridle
----------------------- -----------------------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------------------
a) Position/status 1. Technical Director
2. Chief Financial Officer
3. International Relations - Portugal and Mozambique
4. General Counsel
5. Commercial Officer / Business Development Manager
----------------------- -----------------------------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------- -----------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------------
a) Name Savannah Resources Plc
----------------------- -----------------------------------------------------------
b) LEI 213800UCK16HW5KKGP60
----------------------- -----------------------------------------------------------
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 Options of 10 pence each
of the financial
instrument, ISIN: GB00B647W791
type of instrument
Identification
code
----------------------- -----------------------------------------------------------
b) Nature of the Grant of options of 10 pence each
transaction
----------------------- -----------------------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 1. 10 pence 3,000,000
-------- ---------
2. 10 pence 2,400,000
-------- ---------
3. 10 pence 1,300,000
-------- ---------
4. 10 pence 1,000,000
-------- ---------
5. 10 pence 1,000,000
-------- ---------
----------------------- -----------------------------------------------------------
d) Aggregated information
Aggregated volume
8,700,000
Price
10 pence
----------------------- -----------------------------------------------------------
e) Date of the 5 March 2019
transaction(s)
----------------------- -----------------------------------------------------------
f) Place of the Off-market transaction
transaction
----------------------- -----------------------------------------------------------
Regulatory Information
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
**S**
For further information please visit www.savannahresources.com
or contact:
David Archer Savannah Resources plc Tel: +44 20 7117
2489
David Hignell/Charlie SP Angel (Nominated Adviser) Tel: +44 20 3470
Bouverat 0470
Christopher Raggett Finn Cap Ltd (Broker) Tel: +44 20 7220
/ Camille Gochez 0500
Grant Barker Whitman Howard (Equity Tel: +44 020 7659
Adviser) 1225
Melissa Hancock/ Cosima St Brides Partners Ltd Tel: +44 20 7236
Akerman (Financial PR) 1177
About Savannah
Savannah is a diversified resources group (AIM: SAV) with a
portfolio of energy metals projects - lithium in Portugal and
copper in Oman - together with the world-class Mutamba Heavy
Mineral Sands Project in Mozambique, which is being developed in a
consortium with the global major Rio Tinto. The Board is committed
to serving the interests of its shareholders and to delivering
outcomes that will improve the lives of the communities we work
with and our staff.
The Company is listed and regulated on AIM and the Company's
ordinary shares are also available on the Quotation Board of the
Frankfurt Stock Exchange (FWB) under the symbol FWB: SAV, and the
Börse Stuttgart (SWB) under the ticker "SAV".
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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