Notification of contracts to issue shares to di...
African Consolidated Resources plc / Ticker: AFCR / Index: AIM / Sector: Mining
30 September 2011
African Consolidated Resources plc ('ACR' or the 'Company')
Notification of contracts to issue shares to directors
African Consolidated Resources plc, the AIM listed resource and development
company focused on Southern Africa, announces that it has resolved to pay a
proportion of monthly basic remuneration in respect of services of directors by
way of the issue of new ordinary shares of 1p each in the Company ('Shares').
 The issue price for the Shares will be equal to the average mid-market closing
price for the quarter ending March, June, September or December prior to the
month for which the services were performed.
The Company has also agreed to issue 1,000,000 shares to Michael Kellow, a
director of the Company (and ACR's Technical Director) as a bonus in connection
with the significant progress made in upgrading the Company's resource at its
Gadzema Gold Project.
ACR Executive Chairman, Roy Tucker, said, "The directors of ACR are of the firm
belief that the incentivisation of staff and management is a key factor in
growing a successful business. Â Following the expiration of all options issued
to the management team and directors since the IPO, most without exercise as a
result of adverse market conditions, no options are currently in place for
directors and executives.
"By paying a proportion of directors' salaries through the issue of shares in
the Company, we are further aligning the interests of the Board with those of
our other shareholders. Â At the same time, it allows us to allocate more of our
healthy cash balances to our highly exciting mineral appraisal activities which
continue at pace, as we strive to create value for all our shareholders through
our investment in exploration."
Contracts to Employee Benefit Trust and to directors and executives under a
Joint Ownership Agreement
The Company has agreed with the African Consolidated Resources Employee Benefit
Trust (the 'Trust') that the Trust will subscribe for 15,500,000 Shares ('JSOS
Shares') at a price of 6p per Share (the 'Subscription Price'). As previously
announced the Trust enables its trustee (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 JSOS Shares will be acquired jointly with a number of directors and
executives of the Group (the 'Individuals') pursuant to certain conditions set
out in Joint Ownership Agreements ('JOAs'). Purchase of all of the JSOS Shares
will be initially funded in full by way of loan contributions from the Company
and from a subsidiary to the Trustee. The Individuals are to repay to the
Company a nominal sum attributable to their initial interest in the JSOS Shares
and in addition have the obligation to pay a further sum to the Trustee ('the
Additional Contribution'). The Additional Contribution is a sum due to be fixed
by BDO Stoy Hayward LLP and which is to be calculated to reflect an arm's 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 JSOS Shares less an amount equal to
interest at 5% per annum on the Subscription Price. An Individual will be
entitled to instruct the Trustee to sell the JSOS 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 JSOS Shares
over which he has joint ownership rights in equal tranches on or after each of
31 August 2012 and 31 August 2013 and provided the Individual has not ceased his
relationship with the Group on or before the date of sale notification. The
Individuals will also, under certain circumstances, be able to direct that the
Trustee sell the JSOS Shares on a takeover, change of control, scheme of
arrangement or a voluntary winding-up of the Company. Where these conditions are
not met, the Trustee will have an option to acquire the Individual's interests
in the JSOS 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. Voting rights will otherwise be exercised by the Trustee.
Notification of Directors' Interests in JSOS Shares
Of the JSOS Shares it is proposed that directors of the Company acquire
interests in 13,750,000 Shares as set out below and which will be subscribed for
by the Trustee as part of the arrangements set out above.
Earliest sale date
Director No of shares 31/8/2012 31/8/2013
A. N. Cranswick 5,500,000 2,750,000 2,750,000
M. W. Kellow 3,500,000 1,750,000 1,750,000
R. C. Tucker 2,750,000 1,375,000 1,375,000
H. S. Bottomley 1,000,000 Â Â 500,000 Â Â 500,000
J P Emery   500,000   250,000   250,000
L M Manokore   500,000   250,000   250,000
------------------------------------------
 13,750,000 6,875,000 6,875,000
**ENDS**
For further information visitwww.acrplc.com or please contact:
Roy Tucker African Consolidated Resources plc +44 (0) 1622 816918
+44 (0) 7920 189012
Andrew Godber Panmure Gordon (UK) Limited +44 (0) 207 459 3600
Callum Stewart Panmure Gordon (UK) Limited +44 (0) 207 459 3600
Abhishek Majumdar Panmure Gordon (UK) Limited +44 (0) 207 459 3600
Susie Geliher St Brides Media & Finance Ltd +44 (0) 20 7236 1177
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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