Caledonia Mining Corporation Plc: Issue of Securities Pursuant to Long Term Incentive Plan Awards and Issue of New Long Term Incentive Plan Awards
April 10 2024 - 2:05AM
Caledonia Mining Corporation Plc ("the Company" or "Caledonia")
(NYSE AMERICAN, AIM and VFEX: CMCL) announces that following the
vesting of long-term incentive plan awards (“LTIPs”) on April 2,
2024, which were awarded under the Company’s 2015 Omnibus Equity
Incentive Compensation Plan (the "Plan"), a total of 335 common
shares of no par value in the Company are being issued to members
of staff within the Company's group (none of whom are "Persons
Discharging Managerial Responsibility" ("PDMRs") within the meaning
of the Market Abuse Regulation (EU) No. 596/2014), including in the
form of Zimbabwe depositary receipts in respect of such shares, on
or about April 12, 2024.
The Plan was
established in 2015 and LTIPs have been awarded since then to
increase alignment between Caledonia's management’s performance and
shareholders’ expectations, and to improve employee incentivisation
and retention.
Application has been
made by Caledonia for the admission of depositary interests
representing the shares to trading on AIM and it is anticipated
that trading in such securities will commence on or about April 12,
2024.
Following issue of the
shares pursuant to the vesting LTIPs, the Company will have a total
number of shares in issue of 19,194,860 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.
Caledonia further
announces that on April 8, 2024 it granted new LTIPs to 100 members
of staff in the group, of which 69 are based in Zimbabwe. Of the
LTIPs awarded, PDMRs are (or will be in the case of Mr Mufara)
receiving the following awards:
Name of PDMR |
Position |
Value |
Mark Learmonth |
Director and Chief Executive Officer |
US$479,722.50 |
Victor Gapare |
Executive Director |
US$200,417.37 |
Chester Goodburn |
Chief Financial Officer |
US$138,586.50 |
James Mufara |
Chief Operations Officer |
US$135,218.981 |
The LTIPs are in the
form of Performance Units ("PUs") as defined in the Plan. The
vesting date for the PUs awarded to PDMRs shall be the first
business day in April 2027 (whereas LTIPs for non-executives vest
in tranches of a third each year in April).
The number of PUs
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 NYSE American on the trading day preceding the date
of the award or (ii) the volume-weighted average closing price of
Caledonia's shares on the NYSE American for the five days preceding
the date of the award, which resulted in a price of US$10.91
for PUs awarded on April 8, 2024.
The final number of
PUs which vest on maturity of the awards (in April 2027 for PUs
awarded to PDMRs, and in tranches in April 2025, 2026 and 2027 for
non-executives) will be adjusted to reflect the actual performance
of the Company in terms of various operating metrics including gold
production at Blanket Mine, improvement in the amount of resources
and reserves at Blanket Mine, success at the Company’s exploration
projects and the development of the Bilboes sulphide project,
subject to certain minimum and maximum thresholds.
Each PU that vests
entitles the PDMR to receive one Caledonia common share (or a
security representing a share) on the maturity of the award. Shares
that are issued to PDMRs pursuant to vesting PUs are subject to a
minimum holding period of one year in case vested awards become
subject to forfeiture, reduction or cancellation. LTIPs awarded to
non-executives entitle the awardee to opt for the cash value of the
vesting PUs rather than shares, or a combination.
Further to the
announcement on April 8, 2024 concerning Mr Mufara being appointed
as the new Chief Operating Officer from May 1, 2024, Mr Mufara will
receive, as soon as possible after his employment commences, or, if
later, after the end of any current closed period during which his
employment commences, a number of Restricted Share Units pursuant
to the Plan (“RSUs”) with a value of 5 million South African Rands
to compensate him for foregoing long term incentive plan awards
granted by his previous employer. The number of RSUs awarded will
be at the “Fair Market Value” at the time of grant. The RSUs have
no performance requirement other than continued employment and will
vest on September 30, 2024, or on the next applicable date that is
not within a closed period. Dividends paid during the vesting
period will be reinvested in additional RSUs. Each RSU that vests
will entitle Mr Mufara to receive one Caledonia common share (or a
security representing a share) on the maturity of the award. Shares
that are issued are subject, similarly to PUs, to a minimum holding
period of one year in case vested awards become subject to
forfeiture, reduction or cancellation.
1 Note that Mr
Mufara’s award will be made as soon as possible after his
employment commences, or, if later, after the end of any current
closed period during which his employment commences. His award of
PUs is prorated to reflect that his employment is due to commence
on May 1, 2024 i.e. is therefore reduced by 4 months of a total
performance period of 36 months.
Enquiries:
Caledonia Mining Corporation PlcMark
LearmonthCamilla Horsfall |
Tel: +44 1534 679 800Tel:
+44 7817 841 793 |
Cavendish Capital Markets
Limited (Nomad and Joint Broker)Adrian Hadden Pearl
Kellie |
Tel: +44 207 397 1965Tel:
+44 131 220 9775 |
Liberum Capital Limited
(Joint Broker)Scott MathiesonMatt Hogg |
Tel: +44 20 3100 2000 |
Camarco, Financial PR
(UK)Gordon PooleJulia TilleyElfie Kent |
Tel: +44 20 3757 4980 |
3PPB (Financial PR, North
America)Patrick ChidleyPaul Durham |
Tel: +1 917 991 7701Tel: +1
203 940 2538 |
Curate Public Relations
(Zimbabwe)Debra Tatenda |
Tel: +263 77802131 |
IH Securities (Private)
Limited (VFEX Sponsor - Zimbabwe)Lloyd Mlotshwa |
Tel: +263 (242) 745
119/33/39 |
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