Issue of Shares
African Consolidated Resources plc / Ticker: AFCR / Index: AIM / Sector: Mining
7 October 2010
African Consolidated Resources plc ('ACR' or 'the Company')
Issue of shares to Employee Benefit Trust and to directors and executives (the
Individuals) under a Joint Ownership Agreement
African Consolidated Resources plc, the AIM listed resource and development
company focused in Zimbabwe announces that the African Consolidated Resources
Employee Benefit Trust ('the Trust') on 6 October 2010, subscribed for
5,000,000 new ordinary shares of 1p each in the Company ('Shares') at a price of
9p per Share (the 'Subscription Price'). Â As previously announced the Trust
enables the Trustee to acquire shares in the Company and to make interests in
those shares available for the benefit of current and future employees of the
Company and its subsidiaries ('the Group') as part of the Group's employee
incentivisation strategy.
The Shares were acquired jointly with a number of directors and executives of
the Group ('the Individuals') pursuant to certain conditions set out in Joint
Ownership Agreements ('JOA's'). Â Purchase of all of the Shares was initially
funded in full by way of loan contributions from the Company and from a
subsidiary to the Trustee. Â The Individuals are to repay to the Company a
nominal sum attributable to their initial interest in the jointly owned Shares
and in addition have the obligation to pay a further sum to the Trustee ('the
Additional Contribution'). Â The Additional Contribution is a sum due to be fixed
shortly by BDO Stoy Hayward LLP and which is to be calculated to reflect an arms
length purchase consideration for the rights of joint ownership obtained.
Rights of joint ownership obtained by an Individual, including rights to
dividends and other distributions of capital, will vary over time and equate to
any future increase in the value of the Shares less an amount equal to interest
at 5% per annum on the Subscription Price. Â An Individual is entitled to
instruct the Trustee to sell the Shares over which he has joint ownership
rights, but subject to the condition that in most instances an Individual will
only be able to direct that the Trustee sell the Shares over which he has joint
ownership rights in equal tranches on or after each of 31 August 2011 and 31
August 2012 and provided the Individual has not ceased his relationship with the
Group on or before the date of sale notification. Â The Individuals are also,
under certain circumstances, able to direct that the Trustee sell the Shares on
a takeover, change of control, scheme of arrangement or a voluntary winding-up
of the Company. Â Where these conditions are not met, the Trustee has an option
to acquire the Individual's interests in the Shares at the lower of market value
or a price equal to the Additional Contribution paid by the Individual so that
none of any increase in the value of the Shares will accrue to the Individual.
Pursuant to the terms of the JOA's, the Trustees shall consult with the
Individuals and exercise voting rights attributable to Shares over which the
Individual has ownership rights from time to time in accordance with the
Individual's wishes. Â Voting rights will otherwise be exercised by the Trustee.
Application is being made for admission of 5,000,000 Shares to trading on the
AIM Market of the London Stock Exchange which is expected to occur at 08.00 a.m.
on 13 October 2010.
Following the issue of Shares described above the total number of Shares in
issue at the date of this notice is 369,402,451 with each Share carrying the
right to one vote.
Notification of Directors' Interests in Shares
Directors of the Company on 6 October 2010 acquired interests in 4,000,000
ordinary Shares as set out below and which were subscribed for by the Trustee as
part of the arrangements set out above. Â These Shares were acquired jointly by
the Trustee and the directors pursuant to the JOA's as set out above.
          Earliest sale date
Director No of shares 31/8/2011 31/8/2012
A. N. Cranswick 1,500,000 750,000 750,000
M. W. Kellow 1,000,000 500,000 500,000
R. C. Tucker 750,000 375,000 375,000
H. S. Bottomley 750,000 375,000 375,000
----------------------------------------------------
 4,000,000 2,000,000 2,000,000
----------------------------------------------------
**ENDS**
For further information visit www.acrplc.com or please contact:
Roy Tucker African Consolidated Resources plc +44 1622 816918
+44 7920 189012
Andrew Cranswick African Consolidated Resources plc +44 7920 189010
Richard Swindells Ambrian Partners +44 20 7634 4700
Jennifer Boorer Ambrian Partners +44 20 7634 4700
Hugo de Salis St Brides Media & Finance +44 20 7236 1177
Susie Callear St Brides Media & Finance +44 20 7236 1177
[HUG#1449973]
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: African Consolidated Resources Plc via Thomson Reuters ONE
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