Zanaga Iron Ore Company Ltd Director/PDMR Shareholding (1357V)

TIDMZIOC

RNS Number : 1357V

Zanaga Iron Ore Company Ltd

01 November 2017

Zanaga Iron Ore Company Limited

("ZIOC" or the "Company") (AIM:ZIOC)

PDMR Dealing

The 2010 share incentive scheme

In November 2010 the Company established a share incentive scheme for staff (the "Scheme"). As part of the Scheme two separate trusts were established, known as ZIOC Trust 1 and ZIOC Trust 2. Option arrangements were then entered into between ZIOC Trust 1, ZIOC Trust 2, the Company and certain directors and members of staff. These arrangements were in respect of a number of shares of the Company which were issued by the Company to ZIOC Trust 1. The beneficial ownership in these issued shares was then jointly acquired by ZIOC Trust 2 and the relevant director or member of staff.

Since that date, a number of options have been exercised and, upon exercise, the individuals concerned ceased to hold any options under the Scheme. At the date of this announcement (as well as on 31 May 2017) there are 5 individuals who are option holders, including Clinton Dines, a director of the Company (the "Option Holders").

In discussions between the Company, the Trustees of ZIOC Trust 1 and ZIOC Trust 2 and the Option Holders it has been recognised that the Trust structure serves no further purpose and has become an administrative inconvenience, with potential cost implications for the Company. Accordingly, the relevant parties have decided to proceed with a plan to end the Trust structure arrangements. As part of this plan, it is necessary for the Option Holders either to exercise their share options or to surrender their interest in and rights over their option shares.

Each of the Option Holders (except one) has exercised his share options and has acquired the entire legal and beneficial interest in the ordinary shares of the Company which were the subject of his options. The total number of shares in respect of which options have been exercised is 3,722,726 shares, including 398,153 shares acquired by Clinton Dines.

One Option Holder has at the same time disclaimed his interest in his options with the result that, following arrangements entered into by the Trusts, 199,076 shares of the Company have now become beneficially owned by ZIOC Trust 1.

As part of the process, pursuant to the authority granted at the Company's Annual General Meeting on 14 August 2017, the Company has executed Deeds with the Trustees of each of the two Trusts under which the Beneficiaries of each of the Trusts have been redefined as being the Option Holders.

The exercise of the options by the relevant Option Holders has not resulted in the Company issuing any additional shares. As mentioned above, all the shares the subject of the options were already in issue and, before the transactions referred to herein, were held by ZIOC Trust 1 as trustee for the relevant interests of ZIOC Trust 2 and the relevant Option Holder.

The Trustees of ZIOC Trust 1 and ZIOC Trust 2 intend to commence the process of winding up these trusts, with the assistance of the Company. Surplus assets in the trust funds of the two Trusts are to be distributed at the appropriate time to the Beneficiaries of the Trusts in the proportions determined by the Trustees. The two Trusts will then be brought to an end. As part of this process, and following arrangements made between the Trusts, 318,519 shares of the Company which form part of the trust funds have been distributed by ZIOC Trust 1 to the Option Holders, including 32,330 shares to Clinton Dines.

Following the distribution made by ZIOC Trust 1, Mr Dines is beneficially interested in a total of 632,330 shares (comprising 430,483 shares and 201,847 share options) representing 0.22 per cent. of the issued share capital of the Company.

Director/PDMR Dealing - Further information

The notification below, made in accordance with the requirements of the EU Market Abuse Regulations, provides further detail in respect of the transactions undertaken by Clinton Dines as part of the transactions described above.

 
 1.   Details of PDMR / person closely associated 
       (PCA) 
---  ---------------------------------------------------------- 
 a)   Name                     Clinton Dines 
---  -----------------------  --------------------------------- 
 2.   Reason for the notification 
---  ---------------------------------------------------------- 
 a)   Position / status        Non-executive director 
---  -----------------------  --------------------------------- 
 b)   Initial notification     Initial notification 
       / amendment 
---  -----------------------  --------------------------------- 
 3.   Details of the issuer, emission allowance 
       market participant, auction platform, 
       auctioneer or auction monitor 
---  ---------------------------------------------------------- 
 a)   Full name of             Zanaga Iron Ore Company Limited 
       the entity 
---  -----------------------  --------------------------------- 
 b)   LEI                      21380085XNXEX6NL6L23 
---  -----------------------  --------------------------------- 
 4.   Details of the transaction(s) 
---  ---------------------------------------------------------- 
 a)   Description              Ordinary Shares 
       of the financial 
       instrument 
       Identification 
       Code 
---  -----------------------  --------------------------------- 
 b)   Nature of the            Clinton Dines exercised his 
       transaction              options over 398,153 ordinary 
                                shares in which he had a 
                                partial beneficial interest 
                                and acquired the full legal 
                                and beneficial ownership 
                                of such shares. Separately, 
                                Clinton Dines also received 
                                a total of 32,330 ordinary 
                                shares by way of a distribution 
                                from ZIOC Trust 1. 
---  -----------------------  --------------------------------- 
 c)   Currency                 N/A 
---  -----------------------  --------------------------------- 
 d)   Price(s) and             ZIOC Trust 2 disposed of 
       volume(s)                its partial beneficial interest 
                                in 398,153 ordinary shares 
                                to Clinton Dines. The exercise 
                                price was "Nil". Separately, 
                                ZIOC Trust 1 transferred 
                                to Clinton Dines a total 
                                of 32,330 ordinary shares; 
                                the consideration for such 
                                transfer was "Nil". 
---  -----------------------  --------------------------------- 
 e)   Aggregated information 
 
       Aggregated volume         430,483 shares comprising 
                                 398,153 shares acquired by 
       Price                     Clinton Dines on the exercise 
                                 of his options) and 32,330 
                                 shares (received by Clinton 
                                 Dines on a distribution by 
                                 ZIOC Trust 1). 
                                 Nil 
---  -----------------------  --------------------------------- 
 f)   Date of the              31 October 2017 
       transaction 
---  -----------------------  --------------------------------- 
 g)   Place of the             Outside of a trading venue 
       transaction 
---  -----------------------  --------------------------------- 
 

For further information, please contact:

Zanaga Iron Ore

   Corporate Development and                        Andrew Trahar 
   Investor Relations Manager                           [phone] 

Liberum Capital Limited

   Nominated Adviser, Financial                      Neil Elliot and Richard Crawley 

Adviser and Corporate Broker

[phone]

About us:

Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is the owner of 50% less one share in the Zanaga Iron Ore Project based in the Republic of Congo (Congo Brazzaville) through its joint venture partnership with Glencore. The Zanaga Iron Ore Project is one of the largest iron ore deposits in Africa and has the potential to become a world-class iron ore producer.

Inside Information

The information contained in this announcement is inside information. If you have any queries on this, then please contact Andrew Trahar, the Corporate Development and Investor Relations Manager of the Company (responsible for arranging release of this announcement) on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

END

DSHUARSRBSAROAA

(END) Dow Jones Newswires

November 01, 2017 03:00 ET (07:00 GMT)