TIDMZIOC
RNS Number : 4356O
Zanaga Iron Ore Company Ltd
02 October 2023
2 October 2023
Issue of Shares to Management and Directors and grant of Share
Options
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH
THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR
Zanaga Iron Ore Company Limited ("ZIOC" or the "Company") (AIM:
ZIOC), announces that the Company has agreed to issue new ordinary
shares of no par value in in the Company ("Ordinary Shares") to
certain ZIOC Board and management team members, and has granted
share options to the Company's country manager in Republic of
Congo.
The new share issuance relates to three items:
a) subscriptions for shares in settlement of a reduced level of
deferred remuneration to management and Board members which has
accrued over recent years; and continues to be deferred from
February 2023 onwards.
b) issue of shares to certain members of management upon the
exercise of options under the Company's long term incentivization
plan ("LTIP") which have now vested as a result of the acquisition
of the Glencore Projects' controlling shareholding in the Zanaga
Iron Ore Project; and
c) subscription for shares in settlement of payments due in
relation to a retention fee agreement scheme ("RFA") announced in
2019 with members of management, payment of which was deferred
during the transaction negotiation process with Glencore,
(together, the "New Equity Issue").
The New Equity Issue will result in a total of 27,615,163 new
Ordinary Shares all being issued at 5.29 pence per share, equating
to approximately 4.56% of the Company's current issued and
outstanding share capital.
An overview of the key aspects of the New Equity Issue and
Option grant is provided below.
New Equity Issue
-- Shares subscribed for in settlement of deferred remuneration:
o As previously announced, in an effort to minimize cash
expenditure no cash remuneration has been paid to ZIOC Board or
management since April 2018 and October 2018 respectively (the
"Deferred Remuneration").
o As at February 2023, the Deferred Remuneration over this
approximately five year period had accumulated to GBP1.67m in
aggregate. Following discussion between the management and the
Board it was agreed that this Deferred Remuneration would be
reduced by 65% to GBP590k as at 29 September. It was further agreed
that ZIOC shares would be issued in settlement of cash remuneration
in order to minimise cash outflows from the Company.
o This results in the Company agreeing to issue an aggregate of
11,148,494 new Ordinary Shares to certain Board members and
management.
-- LTIP:
o On 16 December 2022, ZIOC completed the acquisition of 50%
plus one share of Jumelles from Glencore, and Glencore acquired
approximately 48.26% of ZIOC in consideration for the acquisition.
As a result of this transaction a change of control has occurred,
resulting in the vesting of the Company's LTIP scheme shares
(announced in 2019).
o Members of management are now exercising these options which
will result in the issue of 13,633,355 new Ordinary Shares to
management.
-- RFA:
o The RFA is a historical share incentivisation scheme which was
approved and announced in 2019. The first part was issued in 2019,
and the second part vested in 2020 but was not issued at the time
due to the Company not being able to issue the shares as a result
of the Glencore transaction negotiation process. The Company will
now issue 2,833,334 new Ordinary Shares to management in settlement
of the amounts due under the RFA.
Grant of New Options
-- A share option package for ZIOC's Country Manager has been
approved in order to incentivise future performance. Options over 3
million shares equating to 0.50% of the Company's issued and
outstanding share capital, have been granted with an exercise price
of 7.5 pence per share, 41% above the closing share price on 29
September 2023.
Directors Interests
Following the New Equity Issue, the interests of the Directors
who are subscribing for new Ordinary Shares will be as follows:
Director Existing New Ordinary Resulting % interest
interest Shares being interest in in the issued
in Ordinary issued Ordinary Shares Ordinary Share
Shares capital
Clifford Elphick
(1) 80,252,592 2,167,220 82,419,812 13.02
------------- -------------- ----------------- ----------------
Clinton Dines 632,330 1,501,387 2,133,717 0.34
------------- -------------- ----------------- ----------------
Johnathan Velloza 214,285 1,629,167 1,843,452 0.29
------------- -------------- ----------------- ----------------
(1) Clifford Elphick, the non-executive Chairman of the Company,
is indirectly interested in 80,252,592 of these ordinary shares, by
virtue of his interest as a potential beneficiary in a
discretionary trust, which has an indirect interest in these
ordinary shares. The remaining 2,167,220 Ordinary Shares are
registered in his name.
Further details of the Directors subscriptions are set out at
the end of this Announcement.
Admission
An application for the admission to trading on the AIM Market of
the London Stock Exchange of the new Ordinary Shares to be issued
pursuant to the New Equity Issue has been made and the 27,615,163
new Ordinary Shares are expected to be admitted to trading on AIM
on or around 6 October 2023. These shares will rank pari passu with
the Company's existing Ordinary Shares from their date of issue.
The Company does not hold any shares in treasury. Following
admission of these new Ordinary Shares, the total number of
Ordinary Shares and voting rights in the Company will be
632,989,909.
This figure of 632,989,909 Ordinary Shares 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 FCA's
Disclosure Guidance and Transparency Rules.
Following the grant of the New Options and the exercise of
options described in this announcement, the Company will have
7,403,675 Options outstanding.
Clifford Elphick, Chairman of ZIOC commented:
"Due to the strong belief in the value potential of the Zanaga
Project, and in an effort to avoid burdening ZIOC with cash
remuneration, for the last few years none of the Board members or
management team have received any remuneration. I am pleased to
report that the Board and management team have accepted a reduction
of 65% to the value of their deferred remuneration, and have agreed
subscribe for shares in lieu of cash payment in order to preserve
the Company's cash resources.
I would like to thank my fellow board members and management
team for this continued support and belief in the future value
which we expect to unlock in due course."
The Zanaga Iron Ore Company Limited LEI number is
21380085XNXEX6NL6L23.
For further information, please contact:
Zanaga Iron Ore
Corporate Development and Andrew Trahar
Investor Relations Manager +44 20 7399 1105
Liberum Capital Limited
Nominated Adviser Scott Mathieson, Kane Collings
and Corporate Broker +44 20 3100 2000
About us:
Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is the owner
of 100% of the Zanaga Iron Ore Project based in the Republic of
Congo (Congo Brazzaville). 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.
PDMR information Notification of transactions by Persons
Discharging Managerial responsibilities ("PDMR")
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Clifford Elphick
========================================================================= ===================================
2 Reason for the notification
==============================================================================================================
a) Position/status Non-Executive Director
========================================================================= ===================================
b) Initial notification/Amendment Initial notification
========================================================================= ===================================
3 Details of the issuer, UK emission allowance market participant, auction platform or auctioneer
==============================================================================================================
a) Name Zanaga Iron Ore Company Limited
========================================================================= ===================================
b) LEI 21380085XNXEX6NL6L23
========================================================================= ===================================
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 no par value
Identification code
ISIN: VGG9888M1023
========================================================================= ===================================
b) Nature of the transaction Issue of shares
========================================================================= ===================================
c) Price(s) and volume(s) Price(s) Volume(s)
========================================================================= ================= ================
GBP0.0529 2,167,220
================================================================================================ ================
d) Aggregated information N/A (single transaction)
* Aggregated volume
* Price
========================================================================= ===================================
e) Date of the transaction 2 October 2023
========================================================================= ===================================
f) Place of the transaction Outside a trading venue
========================================================================= ===================================
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Clinton Dines
========================================================================= ===================================
2 Reason for the notification
==============================================================================================================
a) Position/status Non-Executive Director
========================================================================= ===================================
b) Initial notification/Amendment Initial notification
========================================================================= ===================================
3 Details of the issuer, UK emission allowance market participant, auction platform or auctioneer
==============================================================================================================
a) Name Zanaga Iron Ore Company Limited
========================================================================= ===================================
b) LEI 21380085XNXEX6NL6L23
========================================================================= ===================================
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 no par value
Identification code
ISIN: VGG9888M1023
========================================================================= ===================================
b) Nature of the transaction Issue of shares
========================================================================= ===================================
c) Price(s) and volume(s) Price(s) Volume(s)
========================================================================= ================= ================
GBP0.0529 1,501,387
================================================================================================ ================
d) Aggregated information N/A (single transaction)
* Aggregated volume
* Price
========================================================================= ===================================
e) Date of the transaction 2 October 2023
========================================================================= ===================================
f) Place of the transaction Outside a trading venue
========================================================================= ===================================
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Jonathan Velloza
========================================================================= ===================================
2 Reason for the notification
==============================================================================================================
a) Position/status Non-Executive Director
========================================================================= ===================================
b) Initial notification/Amendment Initial notification
========================================================================= ===================================
3 Details of the issuer, UK emission allowance market participant, auction platform or auctioneer
==============================================================================================================
a) Name Zanaga Iron Ore Company Limited
========================================================================= ===================================
b) LEI 21380085XNXEX6NL6L23
========================================================================= ===================================
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 no par value
Identification code
ISIN: VGG9888M1023
========================================================================= ===================================
b) Nature of the transaction Issue of shares
========================================================================= ===================================
c) Price(s) and volume(s) Price(s) Volume(s)
========================================================================= ================= ================
GBP0.0529 1,629,167
================================================================================================ ================
d) Aggregated information N/A (single transaction)
* Aggregated volume
* Price
========================================================================= ===================================
e) Date of the transaction 2 October 2023
========================================================================= ===================================
f) Place of the transaction Outside a trading venue
========================================================================= ===================================
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END
IOEMTBFTMTJMBTJ
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