Last checked at 6 Apr 2018 07:00
Red Rock Resources Plc
("Red Rock" or the "Company")
Issue of Shares under Share Incentive Plan and Directors' Dealings
6 April 2018
Red Rock Resources Plc, the natural resource investment and development company, announces that on 3 April 2018 the Board of Directors approved the issuance of 3,556,800 ordinary shares in the Company ("Ordinary Shares") under the Company's Share Incentive Plan ("SIP") for the 2017/18 tax year as agreed in the Trustees meeting held on 3 April 2018.
Under the terms of the SIP, once employees have satisfactorily completed their probationary period, they may sign up to Partnership Share Agreement, however, they may only begin active participation in the Partnership Agreement at the beginning of the tax year.
Partnership Share Agreement - Share Award
Employees may purchase up to £1,800 (or up to a maximum of 10% of their salary, whichever is the lower) worth of Shares (the "Partnership Shares") in any one tax year. The Company will match these shares on a 2:1 basis (the "Matching Shares"). The Partnership and the Matching Shares are awarded with reference to the lower of the mid-market closing price at the beginning or at the end of the accumulation period.
Therefore, 1,185,600 Partnership Shares and 2,371,200 Matching Shares (being 3,556,800 Shares in aggregate) have been awarded with reference to the mid-market closing price of 0.600p on 31 March 2017, which is the beginning of the accumulation period for the 2017/18 tax year.
The Directors have participated in the Partnership Share award and the above numbers include such participation, further details of which are set out below.
All shares awarded under the Partnership Share Agreement will be held by the SIP Trustees and such shares cannot be released to participants until five years after the date of the award, except in specific circumstances.
Directors' Participation
In respect of the 2017/2018 tax year, all Directors were eligible to participate in the Partnership and Matching Share schemes. These shares awarded to Directors have been included in the table below, which sets out the total shareholding and interests of the Directors in the enlarged share capital of the Company:
Directors | New Ordinary Shares | Ordinary Shares Post Issuance | Total Shares | % of Enlarged Issued Share Capital | Options | Warrants | ||
Direct* | Indirect** | |||||||
Andrew R M Bell | 900,000 | 31,792,511 | 6,328,480 | 38,120,991 | 7.42% | 17,760,000 | 7,886,904 | |
Michael C Nott | 864,000 | 1,471,807 | 6,196,480 | 7,668,287 | 1.49% | 900,000 | 0 | |
Scott Kaintz | 900,000 | 2,517,807 | 6,328,480 | 8,846,287 | 1.72% | 15,680,000 | 1,785,714 | |
Sam Quinn | 892,800 | 2,206,766 | 4,418,800 | 6,625,566 | 1.29% | 3,900,000 | 1,785,714 | |
*Post issuance, Andrew Bell holds 5,600 shares through Beaufort Securities Nominees Limited and 11,330,834 shares in the account of Alliance Trust Nominees Limited and 7,011,093 shares in the account of Rock (Nominees) Limited and 13,444,984 shares directly and jointly with Stephanie Bell. Michael Nott holds 1,471,807 shares jointly with Anna Nott through Barclayshare Nominees Limited. Scott Kaintz holds 1,785,714 shares through Hargreave Hale Nominees Limited and 732,093 shares through Hargreaves Lansdown (Nominees) Limited. Sam Quinn holds 2,206,766 shares through Fitel Nominees Limited/WH Ireland.
** In addition, Andrew Bell and Scott Kaintz both hold 6,328,480 shares, Mike Nott holds 6,196,480 shares and Sam Quinn holds 4,418,800 shares indirectly held by the Share Incentive Plan Trustees.
Admission to trading on AIM and Total Voting Rights
Application is being made to AIM for 3,556,800 new Ordinary Shares allotted in relation to the SIP for 2017/18 tax year to be admitted to trading on AIM. Admission of the 3,556,800 new Ordinary Shares is expected on or around 11 April 2018.
Following the issue of the 3,556,800 new Ordinary Shares the issued share capital of the Company consists of 513,615,548 ordinary shares of 0.01p each with voting rights. No Ordinary Shares are held in Treasury.
The above figure of 513,615,548 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.
For Further Information Contact:
Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc
Scott Kaintz 0207 747 9990 Executive Director Red Rock Resources Plc
Roland Cornish/Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 0207 374 2212 Broker First Equity Limited
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||||||||||||||||
a)
| Name
| 1. Andrew R M Bell 2. Michael C Nott 3. Scott C Kaintz 4. Sam D Quinn | |||||||||||||||||
2
| Reason for the notification
| ||||||||||||||||||
a)
| Position/status
| 1. Executive Chairman 2. Non-Executive Director 3. Executive Director 4. 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
| Red Rock Resources Plc | |||||||||||||||||
b)
| LEI
| 213800383CFWX3U42W09 | |||||||||||||||||
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 0.01p each | |||||||||||||||||
Identification code | ISIN: GB00BYWKBV38 | ||||||||||||||||||
b)
| Nature of the transaction
| Issue of Shares under Share Incentive Plan | |||||||||||||||||
c)
| Price(s) and volume(s) |
| |||||||||||||||||
d)
| Aggregated information | ||||||||||||||||||
- Aggregated volume | 3,556,800 | ||||||||||||||||||
- Price | 0.600 pence | ||||||||||||||||||
e)
| Date of the transaction
| 3 April 2018 | |||||||||||||||||
f)
| Place of the transaction
| Outside a trading venue | |||||||||||||||||