Employee Incentive Scheme Update & Issue of Shares
Company issued 17.4m shares to employees for deferred bonuses and approved 29.4m nil-cost share awards under LTIP and ESS.
- STIP Shares issued 17,391,447
- Bonus amount converted to shares £390,767
- STIP Share price (30-day VWAP) 2.251 pence
- LTIP Awards granted 23,524,208
- ESS Awards granted 29,368,664
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Employee Incentive Scheme Update
Issue of Shares
Andrada Mining Limited (AIM: ATM, OTCQB: ATMTF), a tin producer with a critical raw materials portfolio of mining and exploration assets in Namibia provides the following update on its Remuneration Policy which was approved by shareholders at the Company's General Meeting on 29 September 2023 ("Remuneration Policy").
Short - term incentive plan ("STIP")
On 1 March 2024 the Company approved the payment of certain Cash Bonuses as part of the Remuneration Policy for the full year ended 28 February 2024 (the "Cash Bonuses"). Only 50% of the Cash Bonuses has been paid to date. The Company achieved an overall performance score of 65% in FY 2024 based on the balanced scorecard. The assessment against ESG, production, strategic initiative and resource growth determined the score also indicating areas of improvement. Further details on the performance can be read in the FY2024 annual report available on the following link - https://andradamining.com/investors/corporate-publications/
Due to the Company's strategic focus on preserving cash resources for operational priorities, the Remuneration Committee and the Board have approved the granting of a choice to all recipients of the Cash Bonuses for their outstanding balances. The employees can either wait to receive a cash payment in the future or can elect to receive ordinary shares in the Company in lieu of the outstanding cash balance.
Of the outstanding balance, employees with entitlements to bonuses amounting to £390 767 have elected to convert their bonuses into ordinary shares in the Company, with the remainder waiting to receive their bonuses in cash at the discretion of the Remuneration Committee. Accordingly, the Company has today issued 17 391 447 Ordinary Shares (the "STIP Shares"). The price per STIP Share was set by the Remuneration Committee as the 30 - day VWAP of 2.251 pence as on 11 February 2025.
1This price has been rounded off to two decimal places for ease. The actual 30-day VWAP used is 2.246891084 pence.
Number of STIP Shares Granted to PDMRs
| Executive Director/ PDMR | Role | Number of STIP Shares issued today | Previous holding | New Holding (including the STIP Shares) | Percentage Interest in the Enlarged Share Capital of the Company (%) |
|---|---|---|---|---|---|
| Anthony Viljoen | CEO (Executive Director) | 2 380 532 | 15 296 690 | 17 677 222 | 1.06 |
| Hiten Ooka | CFO (Executive Director) | 1 418 919 | 14 998 | 1 433917 | 0.09 |
| Christoffel Smith | COO | 1 422 598 | 1 874 920 | 3 297 518 | 0.20 |
| Frans Van Daalen | CSO | 1 491 787 | 6 232 734 | 7 724 521 | 0.46 |
| Total | 6 713 836 | 23 419 342 | 30 133 178 | 1.80 |
Long-term incentive plan ("LTIP") and employee share scheme ("ESS")
In addition, the Company has today also approved the issue of nil cost share awards over 29 368 664 ordinary shares in the Company to Executive Directors, management and employees pursuant to the terms of its Long-Term Incentive Plan (the "LTIP Awards") and the Employee Share Scheme (the "ESS Awards"). The LTIP Awards were initially scheduled to be granted on March 1, 2024, in line with the Remuneration Policy. However, due to ongoing corporate actions throughout the 2024 calendar year, including the Strategic Process, the implementation of the LTIP was delayed according to guidance and has only now been finalised.
The rights that are subject to the LTIP Awards will vest three years after the date of grant (therefore being 1 March 2027) provided that the relevant recipient is still an employee of the Company at the time and that there has been the satisfaction of certain performance conditions related to Total Shareholder Return ("TSR") and Return of Capital Employed ("ROCI"), are satisfied. At the absolute discretion of the Company the LTIP Awards can be satisfied in ordinary shares in Andrada or cash.
LTIP
The total number of LTIP Awards that have been granted are 23 524 208 of which 12 180 889 LTIP Awards have been issued to PDMRs as detailed in the table below. These are considered a retention tool for permanent employees from Global Grade 13* and above. As set out in the Remuneration Policy, the LTIP Awards are granted to management serves as a long-term incentive, directly linking their compensation to Andrada's performance and the creation of shareholder value. This award aligns the employee interests with those of the Company's investors, such that strategic decision-making is focused on sustainable growth. This approach also supports the retention of key leadership, providing continuity and stability as Andrada implements its strategy.
The amount of LTIP Awards issued to each recipient is determined by reference to a cash amount as a proportion of salary and is priced at the 30 - day volume weighted average share price ("VWAP") of 4.20 pence as on 28 February 2024. Except for the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), 70% of the amount subject to the LTIP is performance-related based on TSR with a threshold score of 15% and ROCI being a score based on the combination of EBIT growth, revenue growth and gross profit margin. The remaining 30% component of the LTIP is retention based for the Chief Operations Officer ("COO"), Chief Strategy Officer ("CSO") and management team. The LTIP shares to the CEO and CFO are wholly performance based and incur an additional two-year holding period beyond vesting.
LTIP Shares Granted to PDMRs
| Executive Director/ PDMR | Role | Allocated LTIP Awards | Exercise price (but subject to performance conditions set out above) |
| Anthony Viljoen | CEO and Executive Director | 3 980 353 | Nil |
| Hiten Ooka | CFO and Executive Director | 3 174 401 | Nil |
| Christoffel Smith | COO | 2 380 801 | Nil |
| Frans Van Daalen | CSO | 2 645 334 | Nil |
| Total | 12 180 889 |
ESS
The Remuneration Committee has now also approved the implementation of the ESS for other critical employees of the Company. The ESS Awards granted under the ESS are based on the same terms as the awards granted under the LTIP and are therefore nil cost and subject to the performance conditions set out above. The total ordinary shares which are the subject of the ESS Scheme are 5 844 456 In establishing this scheme, the Directors believe that the compensation package recognises the hard work and contribution of dedicated employees while fostering a culture of ownership within the Company. Equity participation enhances employee engagement, motivation, as well as retention, ensuring that individuals remain committed to driving the success of Andrada's operations and projects. Importantly, the scheme enhances the achievement of the Company's strategic objectives by retaining talent and incentivising employees to commit to its long-term success.
Application for Admission
Application has been made to admit 17 391 447 ordinary shares to trading on AIM. These ordinary shares will rank pari passu in all respects with the existing ordinary shares in the Company. Admission in these ordinary shares, and associated dealings, is expected to become effective on 27 February 2025.
Total voting rights
Following the admission of the ordinary shares on 27 February 2025, there will be 1 671 679 053 outstanding shares in issue with equal voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time.
*Willis Towers Watson Global Grading system
| CONTACTS Andrada Mining Limited Anthony Viljoen, CEO Sakhile Ndlovu, Head of Investor Relations | +27 (11) 268 6555 | |
| NOMINATED ADVISOR & BROKER | ||
| Zeus Capital Katy Mitchell Andrew de Andrade Harry Ansell | +44 (0) 20 2382 9500 | |
| CORPORATE BROKER & ADVISOR | ||
| H&P Advisory Limited Andrew Chubb Jay Ashfield Matt Hasson | +44 (0) 20 7907 8500 | |
| Berenberg Jennifer Lee Natasha Ninkov | +44 (0) 20 3753 3040 | |
| FINANCIAL PUBLIC RELATIONS | ||
| Tavistock Emily Moss Josephine Clerkin | +44 (0) 207 920 3150 andrada@tavistock.co.uk | |
| a) | Name | Anthony Viljoen |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification/ Amendment | Initial notification |
| a) | Name | Andrada Mining plc |
| b) | LEI | 213800FKOXWBL6JBVH90 |
| a) | Description of the financial instrument, type of instrument Identification code | 1) Ordinary share 2) LTIP Share Options GG00BD95V148 |
| b) | Nature of the transaction | Change of exercise price of existing options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1) 2.25p 2) Nil 1) 2 380 532 2) 3 980 353 843,447 |
| d) | Aggregated information - Aggregated volume - Price | Price(s) Volume(s) 1) 2.25p 2) Nil 1) 2 380 532 2) 3 980 353 |
| e) | Date of the transaction | [] February 2025 |
| f) | Place of the transaction | XLON, AIM |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Chris Smith |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Operational Officer |
| b) | Initial notification/ Amendment | Initial notification |
| a) | Name | Andrada Mining plc |
| b) | LEI | 213800FKOXWBL6JBVH90 |
| a) | Description of the financial instrument, type of instrument Identification code | 1) Ordinary share 2) LTIP Share Options GG00BD95V148 |
| b) | Nature of the transaction | Change of exercise price of existing options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1) 2.25p 2) Nil 1) 1 422 598 2) 2 380 801 |
| d) | Aggregated information - Aggregated volume - Price | Price(s) Volume(s) 1) 2.25p 2) Nil 1) 1 422 598 2) 2 380 801 |
| e) | Date of the transaction | [] February 2025 |
| f) | Place of the transaction | XLON, AIM |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Frans van Daalen |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Strategy Officer |
| b) | Initial notification/ Amendment | Initial notification |
| a) | Name | Andrada Mining plc |
| b) | LEI | 213800FKOXWBL6JBVH90 |
| a) | Description of the financial instrument, type of instrument Identification code | 1) Ordinary share 2) LTIP Share Options GG00BD95V148 |
| b) | Nature of the transaction | Change of exercise price of existing options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1) 2.25p 2) Nil 1) 1 491 787 2) 2 645 334 |
| d) | Aggregated information - Aggregated volume - Price | Price(s) Volume(s) 1) 2.25p 2) Nil 1) 1 491 787 2) 2 645 334 |
| e) | Date of the transaction | [] February 2025 |
| f) | Place of the transaction | XLON, AIM |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Hiten Ooka |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification/ Amendment | Initial notification |
| a) | Name | Andrada Mining plc |
| b) | LEI | 213800FKOXWBL6JBVH90 |
| a) | Description of the financial instrument, type of instrument Identification code | 1) Ordinary share 2) LTIP Share Options GG00BD95V148 |
| b) | Nature of the transaction | Change of exercise price of existing options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1) 2.25p 2) Nil 1) 1 418 919 2) 3 174 401 |
| d) | Aggregated information - Aggregated volume - Price | Price(s) Volume(s) 1) 2.25p 2) Nil 1) 1 418 919 2) 3 174 401 |
| e) | Date of the transaction | [] February 2025 |
| f) | Place of the transaction | XLON, AIM |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.