TIDMZIOC
RNS Number : 1357V
Zanaga Iron Ore Company Ltd
01 November 2017
Zanaga Iron Ore Company Limited
("ZIOC" or the "Company") (AIM:ZIOC)
PDMR Dealing
The 2010 share incentive scheme
In November 2010 the Company established a share incentive
scheme for staff (the "Scheme"). As part of the Scheme two separate
trusts were established, known as ZIOC Trust 1 and ZIOC Trust 2.
Option arrangements were then entered into between ZIOC Trust 1,
ZIOC Trust 2, the Company and certain directors and members of
staff. These arrangements were in respect of a number of shares of
the Company which were issued by the Company to ZIOC Trust 1. The
beneficial ownership in these issued shares was then jointly
acquired by ZIOC Trust 2 and the relevant director or member of
staff.
Since that date, a number of options have been exercised and,
upon exercise, the individuals concerned ceased to hold any options
under the Scheme. At the date of this announcement (as well as on
31 May 2017) there are 5 individuals who are option holders,
including Clinton Dines, a director of the Company (the "Option
Holders").
In discussions between the Company, the Trustees of ZIOC Trust 1
and ZIOC Trust 2 and the Option Holders it has been recognised that
the Trust structure serves no further purpose and has become an
administrative inconvenience, with potential cost implications for
the Company. Accordingly, the relevant parties have decided to
proceed with a plan to end the Trust structure arrangements. As
part of this plan, it is necessary for the Option Holders either to
exercise their share options or to surrender their interest in and
rights over their option shares.
Each of the Option Holders (except one) has exercised his share
options and has acquired the entire legal and beneficial interest
in the ordinary shares of the Company which were the subject of his
options. The total number of shares in respect of which options
have been exercised is 3,722,726 shares, including 398,153 shares
acquired by Clinton Dines.
One Option Holder has at the same time disclaimed his interest
in his options with the result that, following arrangements entered
into by the Trusts, 199,076 shares of the Company have now become
beneficially owned by ZIOC Trust 1.
As part of the process, pursuant to the authority granted at the
Company's Annual General Meeting on 14 August 2017, the Company has
executed Deeds with the Trustees of each of the two Trusts under
which the Beneficiaries of each of the Trusts have been redefined
as being the Option Holders.
The exercise of the options by the relevant Option Holders has
not resulted in the Company issuing any additional shares. As
mentioned above, all the shares the subject of the options were
already in issue and, before the transactions referred to herein,
were held by ZIOC Trust 1 as trustee for the relevant interests of
ZIOC Trust 2 and the relevant Option Holder.
The Trustees of ZIOC Trust 1 and ZIOC Trust 2 intend to commence
the process of winding up these trusts, with the assistance of the
Company. Surplus assets in the trust funds of the two Trusts are to
be distributed at the appropriate time to the Beneficiaries of the
Trusts in the proportions determined by the Trustees. The two
Trusts will then be brought to an end. As part of this process, and
following arrangements made between the Trusts, 318,519 shares of
the Company which form part of the trust funds have been
distributed by ZIOC Trust 1 to the Option Holders, including 32,330
shares to Clinton Dines.
Following the distribution made by ZIOC Trust 1, Mr Dines is
beneficially interested in a total of 632,330 shares (comprising
430,483 shares and 201,847 share options) representing 0.22 per
cent. of the issued share capital of the Company.
Director/PDMR Dealing - Further information
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulations, provides further detail in
respect of the transactions undertaken by Clinton Dines as part of
the transactions described above.
1. Details of PDMR / person closely associated
(PCA)
--- ----------------------------------------------------------
a) Name Clinton Dines
--- ----------------------- ---------------------------------
2. Reason for the notification
--- ----------------------------------------------------------
a) Position / status Non-executive director
--- ----------------------- ---------------------------------
b) Initial notification Initial notification
/ amendment
--- ----------------------- ---------------------------------
3. Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
--- ----------------------------------------------------------
a) Full name of Zanaga Iron Ore Company Limited
the entity
--- ----------------------- ---------------------------------
b) LEI 21380085XNXEX6NL6L23
--- ----------------------- ---------------------------------
4. Details of the transaction(s)
--- ----------------------------------------------------------
a) Description Ordinary Shares
of the financial
instrument
Identification
Code
--- ----------------------- ---------------------------------
b) Nature of the Clinton Dines exercised his
transaction options over 398,153 ordinary
shares in which he had a
partial beneficial interest
and acquired the full legal
and beneficial ownership
of such shares. Separately,
Clinton Dines also received
a total of 32,330 ordinary
shares by way of a distribution
from ZIOC Trust 1.
--- ----------------------- ---------------------------------
c) Currency N/A
--- ----------------------- ---------------------------------
d) Price(s) and ZIOC Trust 2 disposed of
volume(s) its partial beneficial interest
in 398,153 ordinary shares
to Clinton Dines. The exercise
price was "Nil". Separately,
ZIOC Trust 1 transferred
to Clinton Dines a total
of 32,330 ordinary shares;
the consideration for such
transfer was "Nil".
--- ----------------------- ---------------------------------
e) Aggregated information
Aggregated volume 430,483 shares comprising
398,153 shares acquired by
Price Clinton Dines on the exercise
of his options) and 32,330
shares (received by Clinton
Dines on a distribution by
ZIOC Trust 1).
Nil
--- ----------------------- ---------------------------------
f) Date of the 31 October 2017
transaction
--- ----------------------- ---------------------------------
g) Place of the Outside of a trading venue
transaction
--- ----------------------- ---------------------------------
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, Financial Neil Elliot and Richard Crawley
Adviser and Corporate Broker
+44 20 3100 2000
About us:
Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is the owner
of 50% less one share in the Zanaga Iron Ore Project based in the
Republic of Congo (Congo Brazzaville) through its joint venture
partnership with Glencore. 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.
Inside Information
The information contained in this announcement is inside
information. If you have any queries on this, then please contact
Andrew Trahar, the Corporate Development and Investor Relations
Manager of the Company (responsible for arranging release of this
announcement) on +44 (0) 20 7399 1105.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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