Zanaga Iron Ore Company Limited
("ZIOC" or the "Company") (AIM:ZIOC)
PDMR Dealing
The 2010 share incentive scheme
In November 2010 the Company established a share incentive scheme for staff (the "Scheme"). As part of the Scheme two separate trusts were established, known as ZIOC Trust 1 and ZIOC Trust 2. Option arrangements were then entered into between ZIOC Trust 1, ZIOC Trust 2, the Company and certain directors and members of staff. These arrangements were in respect of a number of shares of the Company which were issued by the Company to ZIOC Trust 1. The beneficial ownership in these issued shares was then jointly acquired by ZIOC Trust 2 and the relevant director or member of staff.
Since that date, a number of options have been exercised and, upon exercise, the individuals concerned ceased to hold any options under the Scheme. At the date of this announcement (as well as on 31 May 2017) there are 5 individuals who are option holders, including Clinton Dines, a director of the Company (the "Option Holders").
In discussions between the Company, the Trustees of ZIOC Trust 1 and ZIOC Trust 2 and the Option Holders it has been recognised that the Trust structure serves no further purpose and has become an administrative inconvenience, with potential cost implications for the Company. Accordingly, the relevant parties have decided to proceed with a plan to end the Trust structure arrangements. As part of this plan, it is necessary for the Option Holders either to exercise their share options or to surrender their interest in and rights over their option shares.
Each of the Option Holders (except one) has exercised his share options and has acquired the entire legal and beneficial interest in the ordinary shares of the Company which were the subject of his options. The total number of shares in respect of which options have been exercised is 3,722,726 shares, including 398,153 shares acquired by Clinton Dines.
One Option Holder has at the same time disclaimed his interest in his options with the result that, following arrangements entered into by the Trusts, 199,076 shares of the Company have now become beneficially owned by ZIOC Trust 1.
As part of the process, pursuant to the authority granted at the Company's Annual General Meeting on 14 August 2017, the Company has executed Deeds with the Trustees of each of the two Trusts under which the Beneficiaries of each of the Trusts have been redefined as being the Option Holders.
The exercise of the options by the relevant Option Holders has not resulted in the Company issuing any additional shares. As mentioned above, all the shares the subject of the options were already in issue and, before the transactions referred to herein, were held by ZIOC Trust 1 as trustee for the relevant interests of ZIOC Trust 2 and the relevant Option Holder.
The Trustees of ZIOC Trust 1 and ZIOC Trust 2 intend to commence the process of winding up these trusts, with the assistance of the Company. Surplus assets in the trust funds of the two Trusts are to be distributed at the appropriate time to the Beneficiaries of the Trusts in the proportions determined by the Trustees. The two Trusts will then be brought to an end. As part of this process, and following arrangements made between the Trusts, 318,519 shares of the Company which form part of the trust funds have been distributed by ZIOC Trust 1 to the Option Holders, including 32,330 shares to Clinton Dines.
Following the distribution made by ZIOC Trust 1, Mr Dines is beneficially interested in a total of 632,330 shares (comprising 430,483 shares and 201,847 share options) representing 0.22 per cent. of the issued share capital of the Company.
Director/PDMR Dealing - Further information
The notification below, made in accordance with the requirements of the EU Market Abuse Regulations, provides further detail in respect of the transactions undertaken by Clinton Dines as part of the transactions described above.
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1. |
Details of PDMR / person closely associated (PCA) |
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a) |
Name |
Clinton Dines |
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2. |
Reason for the notification |
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a) |
Position / status |
Non-executive director |
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b) |
Initial notification / amendment |
Initial notification |
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3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Full name of the entity |
Zanaga Iron Ore Company Limited |
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b) |
LEI |
21380085XNXEX6NL6L23 |
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4. |
Details of the transaction(s) |
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a) |
Description of the financial instrument Identification Code |
Ordinary Shares |
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b) |
Nature of the transaction |
Clinton Dines exercised his options over 398,153 ordinary shares in which he had a partial beneficial interest and acquired the full legal and beneficial ownership of such shares. Separately, Clinton Dines also received a total of 32,330 ordinary shares by way of a distribution from ZIOC Trust 1. |
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c) |
Currency |
N/A |
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d) |
Price(s) and volume(s) |
ZIOC Trust 2 disposed of its partial beneficial interest in 398,153 ordinary shares to Clinton Dines. The exercise price was "Nil". Separately, ZIOC Trust 1 transferred to Clinton Dines a total of 32,330 ordinary shares; the consideration for such transfer was "Nil". |
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e) |
Aggregated information
Aggregated volume
Price |
430,483 shares comprising 398,153 shares acquired by Clinton Dines on the exercise of his options) and 32,330 shares (received by Clinton Dines on a distribution by ZIOC Trust 1). Nil |
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f) |
Date of the transaction |
31 October 2017 |
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g) |
Place of the transaction |
Outside of a trading venue |
For further information, please contact:
Zanaga Iron Ore
Corporate Development and Andrew Trahar
Investor Relations Manager +44 20 7399 1105
Liberum Capital Limited
Nominated Adviser, Financial Neil Elliot and Richard Crawley
Adviser and Corporate Broker
+44 20 3100 2000
About us:
Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is the owner of 50% less one share in the Zanaga Iron Ore Project based in the Republic of Congo (Congo Brazzaville) through its joint venture partnership with Glencore. The Zanaga Iron Ore Project is one of the largest iron ore deposits in Africa and has the potential to become a world-class iron ore producer.
Inside Information
The information contained in this announcement is inside information. If you have any queries on this, then please contact Andrew Trahar, the Corporate Development and Investor Relations Manager of the Company (responsible for arranging release of this announcement) on +44 (0) 20 7399 1105.