Equity Incentive Plan
Savannah implements new Equity Incentive Plan with 68.6m options granted to executives and key staff.
- Options granted under LTIP 68,552,896
- Options as % of issued share capital 2.97%
- Total options in issue (previous LTIP plus new) 99,367,276
- Total options as % of issued share capital 4.30%
- CEO Emanuel Proença options granted 26,000,000
- CFO Henrique Freire options granted 11,000,000
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Savannah Resources plc, the developer of the Barroso Lithium Project (the 'Project') in Portugal, one of the European Commission's 'Strategic Projects' under the Critical Raw Materials Act and Europe's largest spodumene lithium deposit, announces that upon the recommendation of the Company's Nomination and Remuneration Committee it has implemented a new Equity Incentive Plan (the "Equity Incentive Plan") which has been designed to incentivise the Company's Executive Leadership and other key individuals (together, the "Participants") while aligning goals with the creation of long term shareholder value and preserving cash in the short term.
Following its implementation, a number of share options have been granted to Participants pursuant to the long-term incentive plan component of the Equity Incentive Plan (the "LTIP"), details of which are set out below.
Equity Incentive Plan
The Equity Incentive Plan replaces the Company's Long Term Incentive Plan which was established in March 2019 (and revised in June 2021) to encourage long-term value creation for Savannah's shareholders and to align the interests of the Participants with shareholders. Awards under the LTIP take the form of options over the Company's ordinary shares ("Shares") ("Options"). The Board believes the LTIP will incentivise the Participants and will also help Savannah to attract and retain talented individuals in the future, as the Company expedites the development of the Project towards production. The Equity Incentive Plan also includes a short-term incentive plan ("STIP") component so that 50% of the Company's KPI driven annual bonus can be settled by the grant of Options, with positive impacts in both strategic alignment and cash conservation within the Company.
The LTIP is a share option scheme of the kind commonly adopted by listed companies. Vesting conditions are attached to the Options and are subject to several market standard specific exceptions. The Equity Incentive Plan allows for up to 7.5% of the Company's issued share capital to be allocated to employees, which is the same as the previous Long Term Incentive Plan. The Equity Incentive Plan has been designed to meet the requirements of applicable regulations in Portugal.
The section "LTIP Review and Grant 2025" below details the total quantity of Options being granted under the LTIP, which is equivalent to 2.97% of the Company's issued share capital, following which the total number of Options in issue under the previous Long Term Incentive Plan (since 2019) and the Equity Incentive Plan LTIP is equivalent to 4.30% of the Company's current issued share capital.
LTIP Review and Grant 2025
The Company's Nomination and Remuneration Committee undertook a review of the appropriate awards to grant Options under the Company's LTIP. This review included advice from leading remuneration consultancy, Alvarez and Marsal. The Options' duration is eight years, with the vesting performance conditions related to the delivery of the three key post DFS Project milestones: i) on-time delivery of Final Investment Decision; ii) on-time delivery of the Project; iii) on-budget delivery of the Project, with the exact parameters for i) to be set at DFS and for ii) and iii) to be set at Final Investment Decision. The quantities of Options which will actually vest shall be 75% for meeting the relevant performance condition target, but can increase up to 100% if the relevant performance condition target is exceeded, and would decrease (potentially to zero) based on a minimum threshold being applied. The Options shall be nominal cost options with an exercise price of 1.0 pence.
Table 1 below sets out the Options which have been granted to the Executive Leadership Team and other Participants, all in accordance with the aforementioned conditions (except for 1,530,000 Options which vest based upon Project Finance milestones and 132,896 which vest immediately, and the duration for both of which is five years). The total quantity of Options being granted is 68,552,896, which is equivalent to 2.97% of issued Shares in the Company. The Company does not expect to grant further Options to the Participants included in these grants in the next three years.
Table 1 - Summary of Options being granted and existing Options
| Participant | Options Grant Quantity | Options Grant as % of Issued Share Capital | Existing Options Quantity | Total Options Quantity | Total Options as % of Issued Share Capital |
|---|---|---|---|---|---|
| Executive Leadership | |||||
| Chief Executive Officer Emanuel Proença | 26,000,000 | 1.13% | 0 | 26,000,000 | 1.13% |
| Chief Financial Officer Henrique Freire | 11,000,000 | 0.48% | 0 | 11,000,000 | 0.48% |
| Chief Technical Officer Dale Ferguson | 10,200,000 | 0.44% | 7,250,000 | 17,450,000 | 0.76% |
| Chief Corporate Officer Michael McGarty | 10,200,000 | 0.44% | 6,670,000 | 16,870,000 | 0.73% |
| Sub Total | 57,400,000 | 2.49% | 13,920,000 | 71,320,000 | 3.09% |
| Other | 11,152,896 | 0.48% | 16,894,380 | 28,047,276 | 1.21% |
| Total | 68,552,896 | 2.97% | 30,814,380 | 99,367,276 | 4.30% |
The 26,000,000 Options for the Chief Executive Officer includes the substitution for the 20,000,000 Options which were announced upon his appointment in September 2023, but which were never granted.
Bruce Griffin, the Chair of Savannah's Nominations and Remuneration Committee said: "The appointment of Rick Anthon to the Board last year, coupled with my appointment as Chair of the Nominations and Remuneration Committee provided a period of reflection on the leadership team's remuneration. With support from the Head of HR, who is highly experienced in equity incentive schemes, and the leading remuneration consultancy, Alvarez and Marsal, we have refined Savannah's remuneration framework. The new Equity Incentive Plan retains the same cap of 7.5% of issued share capital, but is extended to include the settlement of 50% of the annual bonus for the Participants and certain employees, thus conserving Savannah's cash and further aligning the leadership and team with shareholders' interests."
PDMR Notification
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | 1. Emanuel Proença 2. Henrique Freire 3. Dale Ferguson 4. Michael McGarty |
| 2 | Reason for the notification | |
| a) | Position/status | 1. Chief Executive Officer 2. Chief Financial Officer 3. Chief Technical Officer 4. Chief Corporate Officer |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Savannah Resources Plc |
| b) | LEI | 213800UCK16HW5KKGP60 |
| a) | Description of the financial instrument, type of instrument Identification code | nominal cost Options of 1.0 pence ISIN: GB00B647W791 |
| b) | Nature of the transaction | Grant of options of 1.0 pence each in respect of the LTIP component of the Company's Equity Incentive Plan. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1. 1.0 pence 26,000,000 2. 1.0 pence 11,000,000 3. 1.0 pence 10,200,000 4. 1.0 pence 10,200,000 |
| d) | Aggregated information Aggregated volume Price | 57,400,000 1.0 pence |
| e) | Date of the transaction(s) | 28 July 2025 |
| f) | Place of the transaction | Off-market transaction |
Regulatory Information
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