Issue of Shares

RNS Number : 4237J

Red Rock Resources plc

09 April 2020

 

Red Rock Resources Plc

("Red Rock" or the "Company")

Issue of Shares under Share Incentive Plan and Directors' Dealings

9 April 2020

Red Rock Resources Plc, the natural resource development company with interests in gold, manganese and other minerals, announces that on 8 April 2019 the Board of Directors, having received notification of the shares to be issued under the Company's Share Incentive Plan in respect of the 2019/20 tax year following a meeting of the Trustees of the Share Investment Plan ("SIP") on 1 April 2020, approved the issuance of 14,717,790 ordinary shares in the Company ("Ordinary Shares").

Under the terms of the SIP, once employees have satisfactorily completed their probationary period, they may sign up to both the Free Share Agreement and Partnership Share Agreement, however, they may only begin active participation in the Partnership Agreement at the beginning of the tax year.

Free Share Agreement - Free Share Award

Under the SIP, employees may be awarded up to £3,600 worth of Ordinary Shares in the Company in any one tax year. The ultimate decision on the quantum of award of Free Shares lies with the Directors, and this year, having regard to the uncertainties created by the coronavirus pandemic, the Directors did not consider it appropriate to award any Free Shares at a time when shareholders are fully exposed to significant falls in market prices. 

Partnership Share Agreement - Share Award

In addition, employees may purchase up to £1,800 by a monthly deduction from salary (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, 4,905,930 Partnership Shares and 9,811,860 Matching Shares (being 14,717,790 Shares in aggregate) have been awarded with reference to the mid-market closing price of £0.00145 on 31 March 2020, which is the end of the accumulation period for the 2019/20 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.

The Chairman of the Company, Andrew Bell, comments : "This Government-approved scheme has historically been a valuable way to incentivise staff and encourage them to hold shares in the Company. The commitment is made by employees at the beginning of the tax year, they make monthly payments throughout the year, and the shares vest at the end of the tax year. The Free Share element has been foregone this year, as it seemed inappropriate at the current time."

Directors' Participation

In respect of the 2019/20 tax year, all Directors were eligible to participate in Partnership Share Agreement. 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		Total Shares	% of Issued Share Capital	Options	Warrants
		Direct	Indirect*
Andrew R M Bell	3,724,137	31,238,520	11,552,617	42,791,137	6.14%	17,760,000	7,886,904
Michael C Nott	3,575,172	1,471,807	11,235,652	12,707,459	1.82%	900,000	-
Scott Kaintz	3,724,137	2,517,807	11,552,617	14,070,424	2.02%	15,680,000	1,785,714
Sam Quinn	3,694,344	2,206,766	9,605,944	11,812,710	1.70%	3,900,000	1,785,714

*The shares are being held indirectly via Red Rock Resources Plc Share Incentive Plan Trustees.

Admission to trading on AIM and Total Voting Rights

Application is being made to AIM for 14,717,790 new Ordinary Shares allotted in relation to the SIP for 2019/20 tax year to be admitted to trading on AIM. Admission of the 14,717,790 new Ordinary Shares is expected on or around 17 April 2019.

Following the issue of the 14,717,790 new Ordinary Shares the issued share capital of the Company consists of 696,767,452 ordinary shares of 0.01p each with voting rights. No Ordinary Shares are held in Treasury.

The above figure of 696,767,452 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

Mark Treharne   0203 700 2500      Broker Pello Capital 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. Sam Quinn 3. Michael C Nott 4. Scott Kaintz
2	Reason for the notification
a)	Position/status	1. Executive Chairman 2. Non-Executive Director 3. Non-Executive Director 4. 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 £0.0001 each
	Identification code	ISIN: GB00BYWKBV38
b)	Nature of the transaction	Issue of Shares under Share Incentive Plan
c)	Price(s) and volume(s)		Name Price(s) Volume(s) Andrew R M Bell £0.00145 3,724,137 Sam Quinn £0.00145 3,575,172 Michael C Nott £0.00145 3,694,344 Scott Kaintz £0.00145 3,724,137
d)	Aggregated information	NA (single transaction for each PDMR)
	- Aggregated volume	NA
	- Price	NA
e)	Date of the transaction	9 April 2020
f)	Place of the transaction	Outside a trading venue

 

END

 

 

IOEFLFFSSLIAIII