24 January 2023
African Pioneer Plc
("African Pioneer" or "the Company")
Issue of Options
African Pioneer (TIDM: AFP), the copper-gold exploration and development company, announces that, in aggregate, 16,850,00 options over ordinary shares of no par value in the capital of the Company ("Ordinary Shares") have been granted pursuant to the Executive Share Option Scheme approved at the Company's Annual General Meeting ("AGM") held on 23 August 2022 (the "Options"). Of the 16,850,000 Options, 6,600,000 have been awarded to directors of the Company, as detailed further below and the balance of 10,250,000 to other eligible participants including 850,000 Options to eligible participants who are Concert Party members. The Company has not previously issued any Options.
Summary of the Options awarded:
| Total number of options: | A total of 16,850,000 Options have been awarded. | ||||||||||||||||||||||
| Exercise prices & award date: | All the Options have an exercise price of 4.5 pence per Ordinary Share and vested on issue.
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| Purpose of options:
| To incentivise and retain directors, officers, consultants and employees critical to enhancing the future market value of the Company and have been issued at a significant premium to the 30 day volume weighted average share price ("VWAP") when the Options were approved.
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| 30 day VWAP when Options approved: | The 30 day VWAP to 23 January 2023, being the latest practicable date prior to the approval of the Options by the Company's Board, was 2.945 pence per share.
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| Prevailing share price: | The Company's mid-market closing share price on 23 January 2023, being the latest practicable date prior to the issue of this announcement, was 3.3 pence.
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| Exercise prices versus abovementioned VWAP and prevailing share price:
| | Premium to: |
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| | Prevailing closingshare price
| 30 dayVWAP |
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| Exercise price of 4.5 pence | 36% | 53% |
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| Life of Options: | The options expire on 22 January 2033 being the date one day prior to the tenth anniversary of the award of the Options.
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| Exercise period: | The Options can be exercised any time after vesting and prior to their scheduled expiry and must be exercised within 6 months of an option holder leaving the Company or within 12 months of the death of an option holder.
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| Options awarded to the Directors |
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* Member of Concert Party.
| Options awarded to PDMR |
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| * Issued to Quantum Capital and Consulting Ltd the personal service company of Michael Allardice
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| Options awarded to other Concert Party Members |
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The issue of the Options to Concert Party members does not itself give rise to any implications under the City Code on Takeovers and Mergers (the "City Code") but the exercise of Options held by Concert Party members and the resultant issue of Ordinary Shares may do so. The purpose of the issue of the Options is to incentivise and retain directors, officers, consultants and employees critical to enhancing the future market value of the Company and not to allow Concert Party members to control the Company.
Accordingly, to avoid the risk of an exercise of an Option by a Concert Party Member unintentionally triggering a mandatory offer under the City Code if i) an Optionholder is a member of a Concert Party and ii) they wish to exercise some or all of their Options and the exercise of their Options and the subsequent issue of Ordinary Shares to them would under the City Code require them to make a mandatory offer then they are not permitted to exercise their Options but they are allowed instead to assign the Options to the Company's broker for the Company broker to exercise the Options and sell the Ordinary Shares in the market.
Following the grant of Options, the total number of options outstanding over unissued ordinary shares is 16,850,000 representing 8.79% of the Company's current issued share capital. The 6,600,000 Options issued to Directors represent 3.44% of the Company's current issued share capital.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
| African Pioneer Plc
Colin Bird Executive Chairman |
+44 (0) 20 7581 4477
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| Beaumont Cornish (Financial Adviser) | +44 (0) 20 7628 3396 | |
| Novum Securities Limited (Broker) Jon Belliss
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+44 (0) 20 7399 9400
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or visit https://africanpioneerplc.com/
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
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| Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||||||||
| a) | Names |
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| 2. | Reason for the Notification | |||||||||||||||||||
| a) | Position/status | See 1(a) above for positions | ||||||||||||||||||
| b) | Initial notification/ Amendment | Initial Notification | ||||||||||||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||||||||
| a) | Name | African Pioneer Plc | ||||||||||||||||||
| b) | LEI | 213800QQF8O18CMJPW43 | ||||||||||||||||||
| 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 | In each case, the grant of Options over Ordinary Shares of no par value | ||||||||||||||||||
| Identification code | ISIN: IM00B8C0HK22 | |||||||||||||||||||
| b) | Nature of the transaction | Grant of Options over Ordinary Shares | ||||||||||||||||||
| c) | Price(s) and volume(s) |
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| d) | Aggregated information: ·Aggregated volume ·Price | N/A | ||||||||||||||||||
| e) | Date of the transaction | 2023-01-23 | ||||||||||||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||||||||||||
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