African Battery Metals PLC Result of General Meeting (0267Z)

TIDMABM

RNS Number : 0267Z

African Battery Metals PLC

28 August 2018

African Battery Metals plc / EPIC: ABM / Market: AIM

28 August 2018

African Battery Metals plc ("ABM" or the "Company")

Result of General Meeting

Director Dealing

Appointment of Director, Issue of Options & Confirmation of Directors' Shareholdings

African Battery Metals plc, the AIM quoted African focused exploration company, announces that at its General Meeting held earlier today all Resolutions were duly passed by the Company's shareholders.

Following the passing of the Resolutions, the Directors anticipate that the admission to trading of the 64,555,364 Capital Reorganisation Shares, the 63,690,447 Consideration Shares, the 6,666,666 Placing Shares and the 1,666,666 Settlement Shares will occur at 8.00am on Wednesday 29 August 2018 ("Admission").

Accordingly, on Admission, the enlarged issued share capital of the Company will be 136,579,143 Ordinary Shares of 0.1 pence each. The above figure of 136,579,143 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 ABM under the FCA's Disclosure and Transparency Rules.

As a result of the issue of the 1,666,666 settlement shares to Roger Murphy and Matthew Wood on Admission in respect of deferred salary their resulting shareholdings will be as follows:

 
               Current       Current holding      Settlement      Total number       % of Enlarged 
   Director     holding       of                   Shares to       of New Ordinary    Share Capital 
                of            Existing Ordinary    be issued       Shares on          held on 
                Existing      Shares (as           on Admission    Admission          Admission 
                Ordinary      adjusted by 
                Shares        the Capital 
                              reorganisation) 
 Roger 
  Murphy       88,275,927*              882,759         833,333          1,716,092             1.3% 
              ------------  -------------------  --------------  -----------------  --------------- 
 Matthew 
  Wood          41,763,725              417,637         833,333          1,250,970             0.9% 
              ------------  -------------------  --------------  -----------------  --------------- 
 

*This is the correct total holding of Ordinary Shares as at 27 August 2018. Please note the shareholding of Roger Murphy has previously been misstated due to an administrative error.

Appointment of Non-Executive Director

The Company is pleased to announce the appointment of Mr Scott Richardson Brown to the board of the Company with immediate effect as Non-Executive Director. Additionally, as detailed in the circular sent to shareholders on 08 August 2018, it is proposed that a non-executive director will be appointed to the Board as a representative of RRCC as a shareholder in the Company. A further announcement regarding such appointment will be made in due course.

Mr Richardson Brown is a Fellow of the Institute of Chartered Accountants in England and Wales. He began his career at Coopers & Lybrand (later PricewaterhouseCoopers) in the banking and capital markets division, he later became a partner in the corporate broking/finance division of Oriel Securities Limited covering a range of sectors. Since leaving Oriel Securities Limited, Mr Richardson Brown has held a number of directorships of AIM-quoted companies operating within the natural resources sector.

Issue of options

In line with the Company's intention to preserve its cash resources, Mr Richardson Brown has today been granted unapproved options over 1,000,000 ordinary shares of 0.1 pence each in the Company with an exercise price of 5 pence per ordinary share ("Options"). Each option is exercisable for a period of five years from the date of grant, with 500,000 of the Options vesting on the first-year anniversary of their grant and the balance of 500,000 Options vesting on the second anniversary of their grant. The Options represent approximately 0.7% of the Company's issued ordinary share capital. Other than the Options, Mr Richardson Brown does not hold any interest share capital of the Company.

As Scott Richardson Brown is a director of the Company, the issue of the Options to Scott Richardson Brown constitutes a related party transaction pursuant to AIM Rule 13. The directors of the Company, other than Scott Richardson Brown, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the related party transaction are fair and reasonable insofar as the shareholders of the Company are concerned.

Further information in relation to the appointment of Mr Richardson Brown pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies appears below.

 
 Scott James Richardson Brown (aged 42) 
 Current Directorships / Partnerships   Past Directorships / Partnerships 
                                         (last 5 years) 
 
   Genius Concepts Limited                Newmogul Plc 
   Jersey E & P Ltd                       Moguldom Limited 
   Jersey Exploration Ltd 
   Jersey North Sea Holdings Ltd 
   Jersey Oil and Gas plc 
   Jersey Oil Ltd 
   Pathfinder Minerals Plc 
   Sodington Hall Limited 
   Sodington Limited 
 

There is no other information that is required to be disclosed pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies.

PDMR Disclosure

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director's share dealing.

 
 1     Details of the person discharging managerial responsibilities 
        / person closely associated 
 a)    Name 
                                                1. Roger Murphy 
                                                2. Matthew Wood 
      -------------------------------------  -------------------------------------------------- 
 2     Reason for the notification 
      ----------------------------------------------------------------------------------------- 
 a)    Position/status 
                                                           1. Chief Executive Director 
                                                           2. Finance Director 
      -------------------------------------  -------------------------------------------------- 
 b)    Initial notification 
        /Amendment                              Initial Notification 
      -------------------------------------  -------------------------------------------------- 
 3     Details of the issuer, emission allowance market participant, 
        auction platform, auctioneer or auction monitor 
      ----------------------------------------------------------------------------------------- 
 a)    Name 
                                                African Battery Metals Plc 
      -------------------------------------  -------------------------------------------------- 
 b)    LEI 
                                                              213800VNXOUPHTX53686 
      -------------------------------------  -------------------------------------------------- 
 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           ordinary shares of 0.1p each 
        instrument, type of 
        instrument 
 
       Identification code                    ISIN: GB00BYWJZ743 
 
 b)    Nature of the transaction 
                                                1. Issue of shares in respect of deferred 
                                                salary 
                                                2. Issue of shares in respect of deferred 
                                                salary 
      -------------------------------------  -------------------------------------------------- 
 c)    Price(s) and volume(s) 
                                                     ------------------  -------------------- 
                                                      Price(s)            Volume(s) 
                                                     ------------------  -------------------- 
                                              1       3 pence             833,333 
                                                     ------------------  -------------------- 
                                              2       3 pence             833,333 
                                                     ------------------  -------------------- 
 
 d)    Aggregated information 
 
  - Aggregated volume                          1,666,666 
 
  - Price                                     3 pence 
 
 e)    Date of the transaction                28 August 2018 
      -------------------------------------  -------------------------------------------------- 
 f)    Place of the transaction               London 
      -------------------------------------  -------------------------------------------------- 
 
 
 1     Details of the person discharging managerial responsibilities 
        / person closely associated 
 a)    Name 
                                                  Scott Richardson Brown 
      ---------------------------------------  ------------------------------------------ 
 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 
                                                  African Battery Metals Plc 
      ---------------------------------------  ------------------------------------------ 
 b)    LEI 
                                                                213800VNXOUPHTX53686 
      ---------------------------------------  ------------------------------------------ 
 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             ordinary shares of 0.1p each 
        instrument, type of 
        instrument 
 
       Identification code                      ISIN: GB00BYWJZ743 
 
 b)    Nature of the transaction 
                                                  Issue of options 
      ---------------------------------------  ------------------------------------------ 
 c)    Price(s) and volume(s) 
                                                -------------------  ------------------ 
                                                 Price(s)             Volume(s) 
                                                -------------------  ------------------ 
                                                 5p                   1,000,000 
                                                -------------------  ------------------ 
 
 d)    Aggregated information 
 
  - Aggregated volume                       1,000,000 
 
  - Price                                  5p 
 
 e)    Date of the transaction                  28 August 2018 
      ---------------------------------------  ------------------------------------------ 
 f)    Place of the transaction                 London 
      ---------------------------------------  ------------------------------------------ 
 

Capitalised terms used in this announcement shall have the same meaning as set out in the Circular issued by the Company dated 08 August 2018.

**Ends**

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

For further information please visit https://www.abmplc.com/ or contact:

 
African Battery Metals plc 
Roger Murphy (CEO)                                  [phone] 
SP Angel Corporate Finance (Nomad and Broker) 
Ewan Leggat                                         [phone] 
St Brides Partners Ltd (Public Relations) 
Isabel de Salis/Juliet Earl                         [phone] 
Madini Minerals (Financial and Technical Adviser) 
Iain Macpherson / Ilja Graulich                      [phone] 
 

Notes to Editors:

ABM is an AIM listed, Africa focused, resource company exploring for the key metals used in next generation batteries that fuel the new electric vehicle revolution. The Board and team of advisors, who have proven expertise in African exploration, mining and project generation, have identified an opportunity to utilise the Company's position to become a leader in the London market for investors to gain exposure to the battery metal commodity suite, particularly cobalt, lithium, copper and nickel.

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 [e-mail] or visit www.rns.com.

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August 28, 2018 08:00 ET (12:00 GMT)