European Metals Holdings Ltd (LON:EMH), advised that it has today published the Notice of Annual General Meeting (“Notice”) which will be held at 11.00am WST on 30 November 2017 at Suite 12, Level 1, 11 Ventnor Avenue, West Perth WA 6005. A copy of the Notice is available from the company’s website.
The Notice includes a resolution (Resolution 7) to approve the adoption of an employee securities incentive plan (“Plan”). Under the Plan, should it be approved, the Company can issue shares, options or performance rights to eligible Directors, employees and consultants in order to attract, motivate and retain such persons and to provide them with an incentive to deliver growth and value to all Shareholders. Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of securities in the Company as the Board may decide and on the terms set out in the rules of the Plan, a summary of which is set out at Schedule 3 of the Notice and which is reproduced in full in the Appendix to this announcement without material adjustment or amendment.
If Resolution 7 to approve the Plan is passed at the Annual General Meeting, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period. No Equity Securities have previously been issued under the proposed Plan as it is a new employee incentive scheme and has not previously been approved by Shareholders.
The Notice also included a resolution (Resolution 8) to award in aggregate 1,650,000 CHESS Depository Interests representing beneficial ownership in a Share (“CDIs”) to the Directors under the Plan on the following basis:
|
Director |
CDIs to be awarded under the Plan |
|
Mr Keith Coughlan |
850,000 CDIs |
|
Mr David Reeves |
300,000 CDIs |
|
Mr Richard Pavlik |
300,000 CDIs |
|
Mr Kiran Morzaria |
200,000 CDIs |
The aggregate CDIs conditionally awarded to Directors, subject to shareholder approval at the Annual General Meeting, (“Director Plan CDIs”), will represent approximately 1.25 per cent. of the current issued share capital of the Company.
Under the Plan the Director Plan CDIs will be issued at an issue price per new CDI based on the market price of the Company’s Shares, being the volume weighted average price of Shares traded on the ASX over the 5 trading days immediately preceding the issue of the Director Plan CDIs (which is expected to occur shortly following the conclusion of the Annual General Meeting).
The subscription amount due to the Company in respect of the new Director Plan CDIs will be accounted for by a limited-recourse interest-free loan provided by the Company to the Director pursuant to the Plan. There is therefore no cash impact on the Company. As and when a Director sells his Director Plan CDIs, then the proceeds from any such sale must be applied first to settle the loan (and thereby the equivalent subscription amount). The balance, if any, is retained by the Director. The proceeds from a sale by a Director of all of his Plan CDIs, even if less than his respective loan, will settle his loan in full under the Plan.
Under the terms of the Plan, the Director Plan CDIs will be subject to an ASX holding lock until the loan is repaid in full, and cannot be otherwise be transferred until various voluntary escrow periods have expired and the relevant Director has completed 12 months’ service with the Company from the date of issue.
The Director Plan CDIs will be issued no later than 12 months after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Director Plan CDIs will be issued on one date.
European Metals Holdings Ltd will make a further announcement following the Annual General Meeting as and when the Director Plan CDIs are issued.
