Issue of Shares under Share Incentive Plan

RNS Number : 6188B

Red Rock Resources plc

04 April 2013

 



Red Rock Resources Plc

("Red Rock" or the "Company")

Issue of Shares under Share Incentive Plan and Directors' Dealings

4 April 2013

Red Rock Resources plc ("Red Rock" or the "Company"), the mining and exploration company with a producing gold mine in Colombia, Kenyan gold and Greenland iron ore exploration projects, and interests in steel feed, uranium and rare earths, announces that on 3 April 2013 the Board of Directors approved the issue of ordinary shares in the Company ("Ordinary Shares") under the Company's Share Incentive Plan ("SIP") for the 2012/13 tax year as agreed in the Trustees Meeting held on 2 April 2013.

Under the terms of the SIP, once employees have worked for the Company for three months, they may sign up to both the Free Share and Partnership Share Agreement.

a)         Free Share Agreement - Share Award

Under the Free Share Agreement, employees may be awarded up to £3,000 worth of Ordinary Shares in the Company in any one tax year.  As Free Shares have been awarded to the Company's existing employees during the 2012/13 tax year already (and previously announced on 8 August 2012), only new employees have been awarded additional shares.

In this case 129,032 pro-rata Free Shares have been awarded with reference to the mid-market closing price of 0.775p on 28 March 2013.

b)        Partnership Share Agreement - Share Award

In addition, employees may purchase up to £1,500 (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, 3,305,796 Partnership Shares and 6,611,592 Matching Shares (being 9,917,388 Shares in aggregate) have been awarded with reference to the mid-market closing price of 0.775p on 28 March 2013, which is the end of the accumulation period for the 2012/13 tax year. The Directors have participated in this award and the above number includes such participation, further details of which are set out below.

Consequently, 129,032 Shares and 9,917,388 Shares, being a total of 10,046,420 shares have been awarded under the SIP.  All such shares will be held by the SIP Trustees and the Free Shares and Matching Shares cannot be released to participants until five years after the date of the award, except in specific circumstances.

The Company will however only be required to issue 9,766,078 new shares as the SIP Trustees had held in trust certain shares which had previously been issued and admitted to trading and retained in the pool following employee departures before vesting and now available for transfer by said Trustees.

Directors' Participation

The Directors have also participated in the Partnership Share Agreement and the calculations in paragraph b above take this into account.

In respect of the 2012/2013 tax year, each Director has purchased 193,548 Partnership Shares and have each been awarded 387,096 Matching Shares, which have been included in the above overall calculations.

As a result of such participation, the Directors' current shareholdings in the Company, is set out in the table below:

Directors	Ordinary Shares in the Company			% of Issued Share Capital
	Direct	Indirect*	Total
Andrew R M Bell	-	1,046,904	1,046,904	0.09%
James F Ladner	-	1,683,169	1,683,169	0.14%
Michael C Nott	1,325,000	1,481,904	2,806,904	0.23%
John Watkins	1,250,000	2,906,904	4,156,904	0.35%
Manoli G R Yannaghas	-	1,731,904	1,731,904	0.14%

* Each Director indirectly holds 906,904 shares held by the Share Incentive Plan Trustees. In addition, Andrew Bell holds 140,000 shares through Hartmann Capital Nominees Limited, Michael C Nott indirectly holds 575,000 shares through Anna Nott, John Watkins holds 2,000,000 shares through Diane Mary Watkins, Manoli G R Yannaghas holds 825,000 shares through Hartmann Capital Nominees Limited and James F Ladner holds 776,265 shares through an undisclosed nominee which are pledged as collateral for a loan.

Admission to trading on AIM and Total Voting Rights

Application is being made to AIM for 9,766,078 new Ordinary Shares allotted in relation to the SIP for 2012/13 tax year to be admitted to trading on AIM. Admission of the 9,766,078 new Ordinary Shares is expected on 11 April 2013.

Following the issue of the 9,766,078 new Ordinary Shares the issued share capital of the Company consists of 1,239,428,341 ordinary shares of 0.1p each with voting rights. No Ordinary Shares are held in Treasury.

The above figure of 1,239,428,341 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 020 7402 4580 or 07766 474849                   Chairman Red Rock Resources plc

Sandra Spencer 020 7402 4580 or 07757 660 798            Investor Relations Red Rock Resources plc

Gerry Beaney / Daniela Amihood 020 7383 5100           NOMAD Grant Thornton Corp Finance

Nick Emerson 01483 413500                                             Broker Simple Investments Ltd

 

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