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Peter Hambro Mining (POG)

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Tuesday 16 May, 2006

Peter Hambro Mining

Annual Report and Accounts

Peter Hambro Mining PLC
16 May 2006



16th May 2006


                         2005 ANNUAL REPORT & ACCOUNTS

                        NOTICE OF ANNUAL GENERAL MEETING

                      TERMINATION OF RESERVE BONUS SCHEME


PETER HAMBRO MINING PLC ("PHM" or the "Company") today released its Annual
Report and Accounts for the financial year ended 31st December 2005. The
Company's 2005 Annual Report which is being issued further to the preliminary
announcement of the annual results reported on 24th April, details:

-    PHM's operating assets and their performance during 2005;

-    analysis and discussion of PHM's financial performance and status;

-    breakdown of PHM's growth in gold reserves and resources together with a
     review of exploration work undertaken during 2005 and planned for the
     future; and

-    PHM's annual Corporate and Social Responsibility Statement.


The Annual Report is now available online at www.peterhambro.com. Additional
copies may be requested directly from the Company and will be available at the
Company's registered office, 11 Grosvenor Place, London SW1X 7HH from Monday
22nd May 2006.


Printed copies of the Annual Report will be distributed to shareholders later
this week together with the Notice of the Annual General Meeting and proxy form.
The Annual General Meeting will be held at 12 noon on Tuesday 22nd June 2006 at
11 Grosvenor Place, London SW1X 7HH, and Notice of the Meeting will be available
at the Company's registered office from Monday 22nd May 2006.


As previously announced, the Company has for some time now been considering the
future of the Reserves Bonus Scheme (the "RBS" or the "Scheme") with the aim of
terminating it.  It was agreed to establish the RBS shortly before the initial
public offering of PHM for the benefit of certain senior executives, the RBS
being based on PHM's success in confirming estimated reserves at the Pioneer
deposit.  The independent Directors of PHM, being Sir Rudolph Agnew, Peter
Hill-Wood and Philip Leatham, having taken professional advice have agreed that
the sum of US$15,000,000 in aggregate is fair compensation to the participants
for agreeing that the RBS will not proceed.  The independent directors also
consider that this payment is less than the cost to PHM (as determined by
reference to the estimated net present value of the ongoing payment obligations
for the Company under the RBS) of implementing the Scheme in full. The
Independent Directors consider, having consulted with the Company's nominated
adviser, JPMorgan Cazenove, that the terms of the transaction are fair and
reasonable insofar as the Company's shareholders are concerned.


As the participants of the RBS are senior executives of the Group and include a
director of the Company's principal operating subsidiary, the making of the
payment is subject to the approval of the Company's shareholders and will be
voted on at the Company's Annual General Meeting. Peter Hambro and Pavel
Maslovsky, who were eligible to participate in the Scheme, have given up their
rights to do so and will not be receiving payment under the Scheme.



Enquiries:

Alya Samokhvalova / Marianna Adams               Peter Hambro Mining PLC
                                                 +44 (0) 20 7201 8900

Tom Randell / Maria Suleymanova                  Merlin
                                                 +44 (0) 20 7653 6620



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            The company news service from the London Stock Exchange