Caledonia Mining Corporation PLC Issue of Securities and Long Term Incentive Award (8039T)
March 25 2019 - 2:01AM
UK Regulatory
TIDMCMCL
RNS Number : 8039T
Caledonia Mining Corporation PLC
25 March 2019
Caledonia Mining Corporation Plc
(NYSE American: CMCL; AIM: CMCL; TSX: CAL)
Issue of Securities to Director and Long Term Incentive
Award
St Helier, March 25, 2019: Caledonia Mining Corporation Plc (the
"Company" or "Caledonia") announces that following the maturing of
a long term incentive plan award on March 23, 2019 (i) a total of
53,087 securities in the Company have been issued to Caledonia's
Chief Financial Officer, Mark Learmonth, and (ii) the Company has
made a new long term incentive plan award to him. The securities
have been issued in the form of depositary interests representing
shares in the Company. Mr Learmonth now holds 149,775 depositary
interests which represents an interest in approximately 1.39% of
the share capital of the Company.
Application has been made by Caledonia for the admission of the
depositary interests to trading on AIM and it is anticipated that
trading in such securities will commence on March 28, 2019.
Following issue of the shares underlying the depositary
interests, the Company has a total number of shares in issue of
10,749,904 common shares of no par value each. Caledonia has no
shares in treasury; therefore, this figure may be used by holders
of securities in the Company as the denominator for the
calculations by which they determine if they are required to notify
their interest in, or a change to their interest in, the
Company.
Further details of the transaction are set out in the
notification below.
Caledonia also announces that the Compensation Committee of the
board of directors has made a new long term incentive plan award
under the Company's 2015 Omnibus Equity Incentive Compensation Plan
(the "Plan"), as approved by shareholders on 14 May 2015, to Mr
Learmonth with a grant value of USD170,000.
The award is in the form of Performance Units ("PSUs") as
defined in the Plan and constitutes the combined "Tranche 4 PSUs"
and "Tranche 5 PSUs" in respect of 2019 and 2020 as set out in the
announcement of the Company made on January 12, 2016. The vesting
date for the PSUs shall be January 11, 2022 in order to align with
the vesting date of awards granted to other members of senior
management on January 11, 2019.
The number of PSUs awarded is equal to the monetary value of the
award divided by the "Fair Market Value" (as defined in the Plan)
of the Company's shares, being the greater of (i) the closing price
of Caledonia's shares on the Toronto Stock Exchange on the trading
day preceding the date of the award or (ii) the volume-weighted
average closing price of Caledonia's shares on the Toronto Stock
Exchange for the five days preceding the date of the award,
converted to the USD equivalent based on the CAD/USD exchange rate
for the 3 months immediately preceding the valuation date, i.e.
approximately USD6.01.
The final number of PSUs which vest on maturity of the awards
will be adjusted to reflect the actual performance of the Company
in terms of targeted gold production. If actual performance is less
than 70% of target, no PSUs will vest; if actual performance is
greater than 70% of target, the number of vesting PSUs will be
adjusted pro rata on a linear basis, subject to a maximum of 200%
of the initial target PSUs. Each PSU entitles the participant to
receive the cash equivalent of the Fair Market Value of one
Caledonia common share on the maturity of the award or
alternatively to elect to receive some or all of the PSUs in the
form of securities in the Company.
For further information please contact:
Caledonia Mining Corporation Plc
Mark Learmonth Tel: +44 1534 679 802
Maurice Mason Tel: +44 759 078 1139
WH Ireland
Adrian Hadden/Jessica Cave/James Sinclair-Ford Tel: +44 20 7220 1751
Blytheweigh
Tim Blythe/Camilla Horsfall/Megan Ray Tel: +44 207 138 3204
Note: This announcement contains inside information which is
disclosed in accordance with the Market Abuse Regulation.
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 Mark Learmonth
-------------------------------- -------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------
a) Position/status Director and Chief Financial Officer
-------------------------------- -------------------------------------
b) Initial notification/ Amendment Initial notification
-------------------------------- -------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
a) Name Caledonia Mining Corporation Plc
-------------------------------- -------------------------------------
b) LEI 21380093ZBI4BFM75Y51
-------------------------------- -------------------------------------
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 Depositary interests representing
instrument, type of instrument common shares of no par value
Identification code JE00BF0XVB15
-------------------------------- -------------------------------------
b) Nature of the transaction Issue of securities
-------------------------------- -------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
CAD8 53,087
----------
-------------------------------- -------------------------------------
d) Aggregated information
- Aggregated volume 53,087
- Price CAD8
-------------------------------- -------------------------------------
e) Date of the transaction 23 March 2019
-------------------------------- -------------------------------------
f) Place of the transaction AIM of the London Stock Exchange
plc
-------------------------------- -------------------------------------
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 rns@lseg.com or visit www.rns.com.
END
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