Savannah Resources PLC Implementation of New Long-Term Incentive Plan (9462R)

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: [phone] 
                                                                    2489 
David Hignell/Charlie    SP Angel (Nominated Adviser)   Tel: [phone] 
 Bouverat                                                           0470 
Christopher Raggett             Finn Cap Ltd (Broker)   Tel: [phone] 
 / Camille Gochez                                                   0500 
Grant Barker                   Whitman Howard (Equity  Tel: [phone] 
                                             Adviser)               1225 
Melissa Hancock/ Cosima        St Brides Partners Ltd   Tel: [phone] 
 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 [e-mail] or visit www.rns.com.

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March 06, 2019 02:02 ET (07:02 GMT)