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Proposal to pay non-executive directors’ fees through share issues in lieu of cash
Kore Potash plc
(Incorporated in England and Wales)
Registration number 10933682
ASX share code: KP2
AIM share code: KP2
JSE share code:KP2
ISIN: GB00BYP2QJ94
(“Kore Potash” or the “Company”)
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) no 596/2014.
Proposal to pay non-executive directors’ fees through share issues in lieu of cash
Kore Potash advises that, as part of the Company’s cost reduction strategy, the non-executive directors of
the Company, being Messrs Hathorn, Trollip, Keating, Netherway and Merino, have offered to be paid some
or all of their respective director’s fees (excluding superannuation entitlements) through the issue of fully
paid ordinary shares in the Company in lieu of cash payments, up to a maximum of US$411,500 worth of
shares (“Remuneration Shares”). It is proposed that this remuneration arrangement apply in relation to
directors’ fees that accrue from 1 July 2019 to 30 June 2020.
Because this arrangement involves the potential issue of securities to directors, the Company is required to
obtain shareholder approval pursuant to ASX Listing Rule 10.11. The Company will convene a general
meeting of shareholders (“General Meeting”) at which, amongst other resolutions, a resolution will be
proposed to seek shareholder approval for the issue of the Remuneration Shares. The Company anticipates
dispatching the notice to convene the General Meeting shortly (“Notice”). Further details of the
Remuneration Shares will be included in the Notice.
The Company further advises that it has been granted a waiver from ASX Listing Rules 10.13.3 and 10.13.5
to the extent necessary to permit the Notice not to state that the Remuneration Shares will be issued no
later than one month after the date of the General Meeting, and not to state the issue price of the
Remuneration Shares, subject to the conditions set out in the waiver.
The terms of the waiver are annexed to this announcement.
27 June 2019
JSE Sponsor: Rencap Securities (Pty) Limited
ENDS
For further information, please visit www.korepotash.com or contact:
Kore Potash Tel: +27 11 469 9140
Brad Sampson – CEO
Tavistock Communications Tel: +44 (0) 20 7920 3150
Jos Simson
Edward Lee
Canaccord Genuity – Nomad and Broker Tel: +44 (0) 20 7523 4600
James Asensio
Henry Fitzgerald-O’Connor
Shore Capital – Joint Broker Tel: +44 (0) 20 7408 4050
Jerry Keen
Toby Gibbs
Mark Percy
Renaissance Capital – JSE Sponsor Tel: +27 (11) 750 1448
Yvette Labuschagne
Annexure – ASX Waiver Decision dated 26 June 2019
Waiver Decision – Listing Rule 10.13.3
1 Based solely on the information provided, ASX Limited (“ASX”) grants Kore Potash plc (the
“Company”) a waiver from listing rule 10.13.3 to the extent necessary to permit the Company’s
notice of general meeting (the “Notice”) to approve the issue of up to a maximum of
US$411,500 worth of shares to the non-executive directors as part of their remuneration (the
“Remuneration Shares”) not to state that the Remuneration Shares will be issued no later than
one month after the date of the annual general meeting (the “AGM”), and subject to the
following conditions.
1.1 The Notice states that the Remuneration Shares will be issued no later than 13 months after the
date of the meeting.
1.2 The Company’s annual report for any period during which the Remuneration Shares are issued,
discloses details of the number of Remuneration Shares that were issued, including the
percentage of the Company’s issued capital represented by those Remuneration Shares.
1.3 The terms of the waiver are immediately released to the market.
2 ASX has considered listing rules 10.13.3 only and makes no statement as to the Company’s
compliance with other listing rules.
Wavier Decision – Listing Rule 10.13.5
1 Based solely on the information provided, ASX Limited (“ASX”) grants Kore Potash plc (the
“Company”) a waiver from listing rule 10.13.5 to the extent necessary to permit the Company’s
notice of general meeting (the “Notice”) to approve the issue of up to a maximum of
US$411,500 worth of shares to the non-executive directors as part of their remuneration (the
“Remuneration Shares”) not to state the issue price, subject to the following conditions.
1.1 The Notice states that the number of Remuneration Shares to be issued will be calculated based
on the volume weighted average price of the underlying shares on AIM over the 7 days on
which the shares traded on AIM prior to the issue date and the basis for the exchange rate
conversion from US$ to £.
1.2 The Notice includes a worked example of the dilution that will occur to existing shareholders of
the Company as a result of the issue of Remuneration Shares to the non-executive directors at
three different prices.
1.3 The Notice sets out that the Remuneration Shares will be fully paid ordinary shares in the
capital of the Company ranking equally in all respects with the Company’s existing shares on
issue.
1.4 The terms of the waiver are immediately released to the market.
2 ASX has considered listing rules 10.13.5 only and makes no statement as to the Company’s
compliance with other listing rules.
Date: 27/06/2019 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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