VANE Minerals grant and re-pricing of options

30 September 2011
VANE Minerals grant and re-pricing of options

VANE Minerals plc have announced the grant of new share options and the re-pricing of existing share options

VANE is pleased to announce the grant of new share options and the re-pricing of existing share options.

Grant of options

The Company has granted a total of 11,600,000 new share options to subscribe for ordinary shares of 0.1p each in the Company ("Ordinary Shares") (the "Options"). Included within this grant are the following directors of the Company or its subsidiaries:

Name

Number of Options granted over Ordinary Shares

Matt Idiens, Commercial Director

800,000

David Newton, CEO

6,000,000

Sir Richard Needham, Chairman

250,000

Kris Hefton, Director

1,600,000

Luis Perez Agosttini*

350,000

Total

9,000,000

* a director of VANE's wholly owned subsidiary, Minerales VANE SA de CV

The exercise price on all the Options is 1.125p, being the closing mid-market price on the day immediately preceding this announcement. The Options granted to Matt Idiens and David Newton, together with 2,100,000 of the balance of the Options being granted to key employees of the Company, shall vest in three equal annual tranches commencing 1 September 2012. The balance of the Options, namely 2,700,000 (including those Options granted to Sir Richard Needham, Luis Perez Agosttini and Kris Hefton), shall vest in full on 1 September 2012. The Options will expire on 30 September 2021.

Following the grant of the Options, the directors of the Company or its subsidiaries will be interested in the following number of shares and options in the Company:

Name

Number of shares

Number of options granted over Ordinary Shares

Matt Idiens

14,305,880

6,000,000

David Newton

500,000**

6,000,000

Sir Richard Needham

1,750,000***

750,000

Steven Van Nort

6,500,000

-

Levitt Clark Arnold

10,500,000

-

Kris Hefton

116,000

6,000,000

Luis Perez Agosttini*

-

350,000

Total

33,171,880

19,100,000

* a director of VANE's wholly owned subsidiary, Minerales VANE SA de CV

** subject to the approval of the proposed placing announced on 29 September 2011 at the General Meeting to be held on 26 October 2011

*** 1,000,000 of the shares held by Sir Richard Needham are subject to the approval of the proposed placing announced on 29 September 2011 at the General Meeting to be held on 26 October 2011

Re-pricing of options

The Company currently has outstanding options over 14,500,000 ordinary shares, representing 4.44 per cent. of the Company's current issued share capital (the "Existing Options").  The Existing Options were granted to directors and other employees between 25 May 2004 and 20 July 2009 pursuant to the Company's existing share option scheme.  The Existing Options have exercise prices of 10p and 11p, compared with a mid market price at close on the day preceding this announcement of 1.125p.  3,000,000 of the Existing Options previously expired on 24 May 2014 with the remaining 11,500,000 expiring on 25 May 2014. All Existing Options now expire on 30 September 2021.

11,750,000 of the Existing Options are held by directors of the Company, namely Sir Richard Needham, Matt Idiens and Kris Hefton, and also by Luis Perez Agosttini, a director of VANE's wholly owned subsidiary, Minerales VANE SA de CV.  As recognition of the work of those directors and, in view of the low level of salaries currently charged by those directors, the Company has decided to reduce the exercise price on all the Existing Options to 1.125p, being the closing mid market price on the day immediately preceding this announcement.

The re-pricing and extension of the Existing Options (the "Transaction") is deemed a related party transaction under the AIM Rules for Companies.  David Newton, Steven Van Nort and Levitt Clark Arnold, being the independent directors, having consulted with Allenby Capital Limited, as the Company's nominated adviser, consider that the terms of the Transaction are fair and reasonable in so far as the Company's shareholders are concerned.