TIDMEMH
RNS Number : 9946V
European Metals Holdings Limited
09 November 2017
For immediate release
9 November 2017
EUROPEAN METALS HOLDINGS LIMITED
Notice of Annual General Meeting
Employee Securities Incentive Plan ("Plan")
Proposed issue of Plan CDIs to Directors
European Metals Holdings Limited ("European Metals" or "the
Company") (ASX and AIM: EMH), advises 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.
A further announcement will be made following the Annual General
Meeting as and when the Director Plan CDIs are issued.
Enquiries:
European Metals Holdings Tel: +61 (0) 419 996
Limited 333
Keith Coughlan, Chief Email: keith@europeanmet.com
Executive Officer Tel: +61 (0) 8 6141 3500
Julia Beckett, Company Email: julia@europeanmet.com
Secretary
Beaumont Cornish (Nomad Tel: +44 (0) 20 7628
& Broker) 3396
Michael Cornish
Roland Cornish
Appendix
The following Schedule, which has been extracted without
material adjustment or amendment from the Schedule 3 of the Notice
of Annual General Meeting, sets out the detailed terms of the
employee securities incentive plan
Schedule 3 - SUmmary of employee securities incentive plan
A summary of the key terms of the Plan is set out below:
(a) Eligible Participant
Eligible Participant means a person that:
(i) is an "eligible participant" (as that term is defined in
ASIC Class Order 14/1000) in relation to the Company or an
Associated Body Corporate (as that term is defined in ASIC Class
Order 14/1000); and
(ii) has been determined by the Board to be eligible to
participate in the Plan from time to time.
(b) Purpose
The purpose of the Plan is to:
(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) align the interests of Eligible Participants with
shareholders of the Group (being the Company and each of its
Associated Bodies Corporate), by providing an opportunity to
Eligible Participants to receive an equity interest in the Company
in the form of Securities.
(c) Plan administration
The Plan will be administered by the Board. The Board may
exercise any power or discretion conferred on it by the Plan rules
in its sole and absolute discretion. The Board may delegate its
powers and discretion.
(d) Eligibility, invitation and application
The Board may from time to time determine that an Eligible
Participant may participate in the Plan and make an invitation to
that Eligible Participant to apply for Securities on such terms and
conditions as the Board decides. On receipt of an Invitation, an
Eligible Participant may apply for the Securities the subject of
the invitation by sending a completed application form to the
Company. The Board may accept an application from an Eligible
Participant in whole or in part. If an Eligible Participant is
permitted in the invitation, the Eligible Participant may, by
notice in writing to the Board, nominate a party in whose favour
the Eligible Participant wishes to renounce the invitation.
(e) Loan
Subject to applicable laws, the Company may invite an Eligible
Participant to apply for a limited recourse loan on the terms set
out in the Plan, the relevant invitation and loan facility to
enable the Eligible Participant to acquire Securities. The
Securities will be subject to a holding lock and the Company will
retain a lien over the relevant Securities until the loan is repaid
in full. If a loan is not repaid in full by the relevant date for
repayment, the Company may, in the Board's sole discretion, sell
the relevant Securities and apply the proceeds of the sale towards
repayment of the loan and any accrued interest, with the balance
(if any) after payment of sale costs returned to the
Participant.
(f) Grant of Securities
The Company will, to the extent that it has accepted a duly
completed application, grant the Participant the relevant number of
Securities, subject to the terms and conditions set out in the
invitation, the Plan rules and any ancillary documentation
required.
(g) Terms of Convertible Securities
Each 'Convertible Security' represents a right to acquire one or
more Shares (for example, under an option or performance right),
subject to the terms and conditions of the Plan. Prior to a
Convertible Security being exercised a Participant does not have
any interest (legal, equitable or otherwise) in any Share the
subject of the Convertible Security by virtue of holding the
Convertible Security. A Participant may not sell, assign, transfer,
grant a security interest over or otherwise deal with a Convertible
Security that has been granted to them. A Participant must not
enter into any arrangement for the purpose of hedging their
economic exposure to a Convertible Security that has been granted
to them.
(h) Vesting of Securities
Any vesting conditions applicable to the grant of Securities
will be described in the invitation. If all the vesting conditions
are satisfied and/or otherwise waived by the Board, a vesting
notice will be sent to the Participant by the Company informing
them that the relevant Securities have vested. Unless and until the
vesting notice is issued by the Company, the Securities will not be
considered to have vested. For the avoidance of doubt, if the
vesting conditions relevant to a Security are not satisfied and/or
otherwise waived by the Board, that Security will lapse.
(i) Exercise of Convertible Securities and cashless exercise
To exercise an Convertible Security, the Participant must
deliver a signed notice of exercise and, subject to a cashless
exercise of Convertible Securities (see below), pay the exercise
price (if any) to or as directed by the Company, at any time prior
to the earlier of any date specified in the vesting notice and the
expiry date as set out in the invitation. An invitation may specify
that at the time of exercise of the Convertible Securities, the
Participant may elect not to be required to provide payment of the
exercise price for the number of Convertible Securities specified
in a notice of exercise, but that on exercise of those Convertible
Securities the Company will transfer or issue to the Participant
that number of Shares equal in value to the positive difference
between the Market Value of the Shares at the time of exercise and
the exercise price that would otherwise be payable to exercise
those Convertible Securities.
'Market Value' means, at any given date, the volume weighted
average price per Share traded on the ASX over the 5 trading days
immediately preceding that given date, unless otherwise specified
in an invitation.
A Convertible Security may not be exercised unless and until
that Convertible Security has vested in accordance with the Plan
rules, or such earlier date as set out in the Plan rules.
(j) Delivery of Shares on exercise of Convertible Securities
As soon as practicable after the valid exercise of a Convertible
Security by a Participant, the Company will issue or cause to be
transferred to that Participant the number of Shares to which the
Participant is entitled under the Plan rules and issue a substitute
certificate for any remaining unexercised Convertible Securities
held by that Participant.
(k) Forfeiture of Securities
Where a Participant who holds Securities ceases to be an
Eligible Participant or becomes insolvent, all unvested Securities
will automatically be forfeited by the Participant, unless the
Board otherwise determines in its discretion to permit some or all
of the Securities to vest. Where the Board determines that a
Participant has acted fraudulently or dishonestly, or wilfully
breached his or her duties to the Group, the Board may in its
discretion deem all unvested Securities held by that Participant to
have been forfeited.
Unless the Board otherwise determines, or as otherwise set out
in the Plan rules:
(i) any Securities which have not yet vested will be forfeited
immediately on the date that the Board determines (acting
reasonably and in good faith) that any applicable vesting
conditions have not been met or cannot be met by the relevant date;
and
(ii) any Securities which have not yet vested will be
automatically forfeited on the expiry date specified in the
invitation.
(l) Change of control
If a change of control event occurs in relation to the Company,
or the Board determines that such an event is likely to occur, the
Board may in its discretion determine the manner in which any or
all of the Participant's Convertible Securities will be dealt with,
including, without limitation, in a manner that allows the
Participant to participate in and/or benefit from any transaction
arising from or in connection with the change of control event.
(m) Rights attaching to Plan Shares
All Shares issued under the Plan, or issued or transferred to a
Participant upon the valid exercise of a Convertible Security (Plan
Shares) will rank pari passu in all respects with the Shares of the
same class. Subject to the existence of any outstanding loan under
paragraph (e), a Participant will be entitled to any dividends
declared and distributed by the Company on the Plan Shares and may
participate in any dividend reinvestment plan operated by the
Company in respect of Plan Shares. A Participant may exercise any
voting rights attaching to Plan Shares.
(n) Disposal restrictions on Plan Shares
If the invitation provides that any Plan Shares are subject to
any restrictions as to the disposal or other dealing by a
Participant for a period, the Board may implement any procedure it
deems appropriate to ensure the compliance by the Participant with
this restriction.
For so long as a Plan Share is subject to any disposal
restrictions under the Plan, the Participant will not:
(a) transfer, encumber or otherwise dispose of, or have a
security interest granted over that Plan Share; or
(b) take any action or permit another person to take any action
to remove or circumvent the disposal restrictions without the
express written consent of the Company.
(o) Adjustment of Convertible Securities
If there is a reorganisation of the issued share capital of the
Company (including any subdivision, consolidation, reduction,
return or cancellation of such issued capital of the Company), the
rights of each Participant holding Convertible Securities will be
changed to the extent necessary to comply with the Listing Rules
applicable to a reorganisation of capital at the time of the
reorganisation. If Shares are issued by the Company by way of bonus
issue (other than an issue in lieu of dividends or by way of
dividend reinvestment), the holder of Convertible Securities is
entitled, upon exercise of the Convertible Securities, to receive
an allotment of as many additional Shares as would have been issued
to the holder if the holder held Shares equal in number to the
Shares in respect of which the Convertible Securities are
exercised. Unless otherwise determined by the Board, a holder of
Convertible Securities does not have the right to participate in a
pro rata issue of Shares made by the Company or sell renounceable
rights.
(p) Participation in new issues
There are no participation rights or entitlements inherent in
the Convertible Securities and holders are not entitled to
participate in any new issue of Shares of the Company during the
currency of the Convertible Securities without exercising the
Convertible Securities.
(q) Amendment of Plan
Subject to the following paragraph, the Board may at any time
amend any provisions of the Plan rules, including (without
limitation) the terms and conditions upon which any Securities have
been granted under the Plan and determine that any amendments to
the Plan rules be given retrospective effect, immediate effect or
future effect. No amendment to any provision of the Plan rules may
be made if the amendment materially reduces the rights of any
Participant as they existed before the date of the amendment, other
than an amendment introduced primarily for the purpose of complying
with legislation or to correct manifest error or mistake, amongst
other things, or is agreed to in writing by all Participants.
(r) Plan duration
The Plan continues in operation until the Board decides to end
it. The Board may from time to time suspend the operation of the
Plan for a fixed period or indefinitely, and may end any
suspension. If the Plan is terminated or suspended for any reason,
that termination or suspension must not prejudice the accrued
rights of the Participants. If a Participant and the Company
(acting by the Board) agree in writing that some or all of the
Securities granted to that Participant are to be cancelled on a
specified date or on the occurrence of a particular event, then
those Securities may be cancelled in the manner agreed between the
Company and the Participant.
ENDS
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