23rd Mar 2006 07:21
Albidon Limited23 March 2006 Suite 1 Hillway House 141 Broadway Nedlands 6009 Western AustraliaAlbidon Limited ARBN 107 288 755 Tel:+61 8 9389 6300 Fax: +61 8 9389 6400 Email: info@albidon.com ASX Code: ALB AIM Code: ALD via electronic lodgement 23 March 2006 Market release ISSUE OF OPTIONS AND SUBSCRIPTION FOR SHARES FOR ALBIDON MANAGING DIRECTOR On 1 December 2005 Mr Dale Rogers was appointed Managing Director of theCompany. As part of Mr Roger's appointment it was agreed the Company wouldissue to him up to 1.2 million options exercisable at 75 cents each, subject toapproval of the Remuneration Committee with the detailed terms to be settled bythe Remuneration Committee. The Company's share price on the date of Mr Rogers'appointment (1 December 2005) was 65 cents. The Remuneration Committee has nowsettled and approved the terms of Mr Roger's options as follows: • The issue of 1,200,000 options exercisable at 75 cents each on or before 1 December 2008. • The options vest (i.e. become exercisable) only as follows: 1. 200,000 to immediately on issue. 2. 200,000 on completion of the Munali Feasibility Study; 3. 200,000 on completion of debt and equity financing for the Munali Project; 4. 200,000 on the commencement of commercial mining at the Munali Project; 5. 200,000 on the first $US50 million of sales or the market capitalisation of the Company reaching AUD$150 million; and 6. 200,000 on three years of service or the next $US100 million of sales or the market capitalisation of the Company reaching AUD$200 million. • Upon a takeover bid for the Company all unvested options vest. • The full terms of the options are as attached. Shareholder approval for the issue of these options will be sought at theforthcoming Annual General Meeting to be held on or about 25 May 2006. The Company has an options policy designed to align incentives provided to keystaff and consultants with delivery to shareholders of both share priceperformance and specific project outcomes. The incentive options granted to MrRogers recognise the important role he will play in delivering shareholdervalue. If you have any queries please do not hesitate to contact the Company Secretary,Nicholas Day on 61+8+9389-6300. Appendix A - Terms of Managing Director Options The material terms and conditions of the options are as follows: (i) Each option entitles the holder to subscribe for one Share in Albidon Limited. (ii) Application will not be made for Official Quotation of the options. (iii)The options are issued in accordance with the vesting terms in (v) below and are exercisable on or before 5pm (Australian WST) on 1 December 2008 ("Expiry Date") by completing an option exercise form and delivering it to Albidon's registered office with the exercise monies. (iv) The option exercise price is AUD$0.75 per Share. (v) Options vest as follows: 1. 200,000 to vest immediately on issue. 2. 200,000 to vest on completion of the Munali Feasibility Study; 3. 200,000 to vest on completion of debt and equity financing for the Munali Project; 4. 200,000 to vest on the commencement of commercial mining at the Munali Project; 5. 200,000 to vest on the first $US50 million of sales or the market capitalisation of the Company reaching AUD$150 million; and 6. 200,000 to vest on three years of service or the next $US100 million of sales or the market capitalisation of the Company reaching AUD$200 million. (vi) The options are not transferable, without prior approval of the Board. (vii) Unvested options will lapse if Dale Rogers terminates services provided to the Company. (viii)All Shares issued upon exercise of the options will rank equally in all respects with Albidon then issued Shares. If applicable, Albidon will apply for quotation of the Shares on a Stock Exchange within 3 business days of all Shares issued upon exercise of the options. (ix) There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, Albidon will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 9 business days after the issue is announced. This will give option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue. (x) There will be no change to the exercise price of the options or the number of Shares over which the options are exercisable in the event of Albidon making a pro-rata issue of Shares or other securities to the holders of Shares in Albidon (other than a Bonus Issue as defined in paragraph (xi) below). (xi) If there is a bonus issue ("Bonus Issue") to the holders of Shares in Albidon, the number of Shares over which the options are exercisable will be increased by the number of Shares which the holder would have received if the options had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by Albidon out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank equally in all respects with the other shares of the class on issue as at the date of issue of the Bonus Shares. (xii) In the event of a reconstruction (including consolidation, subdivision, return, reduction or pro rata cancellation) of the issued capital of Albidon prior to the Expiry Date, the number of options to which each holder is entitled or the exercise price of the options or both shall be reconstructed (as appropriate) in accordance with the requirements of the Listing Rules which apply at that time. (xiii)The Company will at least 20 Business Days before the Expiry Date of the options send notices to the option holders stating the name of the option holder, the number of options held and the number of Shares to be issued on exercise of the options, the exercise price, the due date for payment and the consequences of non-payment. (xiv) All Options will vest and may be exercised: (i) within two months after a Change of Control Event has occurred; or (ii) during a Bid Period. For the purposes of this clause: "Bid Period" in relation to a takeover bid in respect of shares in the Company,means the period referred to in the definition of that expression in section 9of the Corporations Act provided that where a takeover bid is publicly announcedprior to the service of a bidder's statement on the Company in relation to thattakeover bid, the Bid Period shall be deemed to have commenced at the time ofthat announcement; and "Change of Control Event" means a shareholder, or a group of associatedshareholders, becoming entitled to sufficient shares in the Company to give itor them the ability, and that ability is successfully exercised, in generalmeeting, to replace all or a majority of the Board; This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ALD.L