KEFI Gold and Copper plc (LON:KEFI), the AIM-quoted gold and copper exploration and development company with projects in the Kingdom of Saudi Arabia and the Democratic Republic of Ethiopia, has announced that it has allocated options to certain of the Company’s directors and senior management in accordance with the Company’s long-standing long-term incentive plan. This is the first such allocation since 1 February 2018.
Allocation of Options under the Shareholder-Approved Incentive Options Scheme
In accordance with the Option Scheme, the directors have approved the issue of 119,747,339 Options over new ordinary shares of the Company (“Ordinary Shares”) to certain directors and senior managers (the “Options”). The Options have an exercise price of 2.55p per Ordinary Share, representing a c.27% premium to the VWAP during the week ending 12 March 2021. The Options expire after 4 years and, in normal circumstances, vest in three equal instalments, the first after one year, the second after two years and the third after three years from the date of grant.
Following this grant of Options, there will be 145,229,182 options outstanding under the Option Scheme over approximately 6.8% of the currently issued Ordinary Share capital of the Company. Under the terms of the Option Scheme options over a maximum of 10% of the Company’s share capital may be issued.
Details of the Options granted today to the following persons who discharge managerial responsibilities (“PDMRs”) are set out below, with further details contained in the appended tables below:
| Name | Title | Number of new Options granted | Number of Ordinary Shares subject to Option following the grant of new Options |
| Harry Anagnostaras-Adams | Executive Chairman | 37,766,978 | 43,734,926 |
| John Leach | Finance Director | 7,189,168 | 10,318,899 |
| Mark Tyler | Non-executive Director | 2,735,688 | 2,735,688 |
| Adam Taylor | Non-executive Director | 2,735,688 | 2,735,688 |
| Richard Richardson | Non-executive Director | 2,735,688 | 2,735,688 |
| David Munro | Head of Operations | 9,054,169 | 10,254,169 |
| Eddy Solbrandt | Head of Systems | 9,054,169 | 10,254,169 |
| Brian Hosking | Head of Exploration & Planning | 9,230,640 | 10,607,110 |
| Wayne Nicoletto | Managing Director-Ethiopia | 5,311,660 | 10,623,320 |
A further 33,933,491 Options have also today been granted to other members of the Company’s management team.
Following the grant of Options the allocations under the Company’s Option Scheme are approximately 20% to the Executive Chairman, 39% to other management, 4% to Non-Executive Directors and 37% remain unallocated at this time.
The Company’s practice over many years was to make an annual allocation of options at the end of each calendar year. However, allocations in recent years were deferred pending the announcement that the project financing was proceeding for the Company’s Tulu Kapi Gold Project.
The Option Scheme and the Company’s approach to remuneration generally is designed to align the interest of senior management with those of shareholders and to promote the retention of the Company’s senior management team. The senior executive team of KEFI has indicated its intention to remain with KEFI for a minimum of three years so as to oversee the Tulu Kapi Gold Project’s physical development, the organisational development in Ethiopia for the start-up of production at Tulu Kapi and the aggressive pursuit of the Company’s pipeline of other projects at various stages of exploration, notably the exploration of satellite targets in the Tulu Kapi district, as well as the exploration in Saudi Arabia, in particular the discoveries at Hawiah (gold and copper) and Jibal Qutman (gold).
Related Party Transaction
As Harry Anagnostaras-Adams, John Leach, Mark Tyler, Richard Robinson and Adam Taylor are all directors of the Company, the grant of the Options is being treated as a related party transaction. Norman Ling, being the only director independent of the grant of Options, considers, having consulted with the Company’s Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the related party transaction are fair and reasonable insofar as the shareholders of the Company are concerned.
