Equity Issue/Directors Shareholding/Total Voting

For immediate release

21 December 2017

EUROPEAN METALS HOLDINGS LIMITED

Equity Issue, Directors' Shareholding and Total Voting Rights  

European Metals Holdings Limited ("European Metals" or the "Company") (ASX and AIM: EMH), announces that that it has today issued 6,517,142 new ordinary shares (represented by Chess Depositary interests or "CDIs") in the Company at a price of 35p per CDI further to the subscription as announced on 29 November 2017 ("Subscription Shares"). 

 

Cadence Minerals Plc subscribed for a total of 985,714 Subscription Shares.  Following participation in this subscription, Cadence Minerals Plc is now interested in a total of 27,846,470 CDIs representing 19.9% of the enlarged issued share capital of the Company. 

 

On 14 December 2017 the Company has also issued 1,650,000 new ordinary shares (represented by Chess Depositary interests or "CDIs") in the Company following approval of the Employee Securities Incentive Plan ("Plan") and issue of Plan CDIs to Directors at the Annual General Meeting of the Company held on 30 November 2017.

 

As previously announced, the Company has under the Plan awarded in aggregate 1,650,000 CDIs to the Directors on the following basis:

 

Director	CDIs awarded under the Plan
Mr Keith Coughlan	850,000 CDIs
Mr David Reeves	300,000 CDIs
Mr Richard Pavlik	300,000 CDIs
Mr Kiran Morzaria	200,000 CDIs

 

Under the Plan the Director Plan CDIs have been issued at an issue price of AU$0.725 per new CDI (equivalent to 41p per new CDI), being the volume weighted average price of Shares traded on the ASX over the 5 trading days immediately preceding the issue of the Director Plan CDIs.

The subscription amount due to the Company in respect of the new Director Plan CDIs will be accounted for by a limited-recourse interest-free loan provided by the Company to the Director pursuant to the Plan. There is therefore no cash impact on the Company. As and when a Director sells his Director Plan CDIs, then the proceeds from any such sale must be applied first to settle the loan (and thereby the equivalent subscription amount). The balance, if any, is retained by the Director. The proceeds from a sale by a Director of all of his Plan CDIs, even if less than his respective loan, will settle his loan in full under the Plan.

Under the terms of the Plan, the Director Plan CDIs will be subject to an ASX holding lock until the loan is repaid in full, and cannot be otherwise be transferred until various voluntary escrow periods have expired and the relevant Director has completed 12 months' service with the Company from the date of issue.

Application is being made for the new ordinary shares represented by the Subscription Shares and the Plan CDIs, in aggregate amounting to 8,167,142 ordinary shares, to be admitted to trading on AIM, with admission expected to take place on or around 22 December 2017. The new ordinary shares will rank pari passu in all respects with the existing ordinary shares in EMH.

Total Voting Rights

 

Following the issue of the new ordinary shares, the total number of ordinary shares in issue with voting rights is 139,964,727. This figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change of interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

 

ENQUIRIES:

European Metals Holdings Limited Keith Coughlan, Chief Executive Officer     Kiran Morzaria, Non-Executive Director   Julia Beckett, Company Secretary	Tel: +61 (0) 419 996 333 Email: [email protected]   Tel: +44 (0) 20 7440 0647   Tel: +61 (0) 8 6141 3504 Email: [email protected]
Beaumont Cornish (Nomad & Broker) Michael Cornish Roland Cornish	Tel: +44 (0) 20 7628 3396 Email: [email protected]
Shard Capital Stockbrokers (Joint Broker) Damon Health Erik Woolgar	Tel:  +44 (0) 20 7186 9950

 

 

The information contained within this announcement is considered to be inside information, for the purposes of Article 7 of EU Regulation 596/2014, prior to its release.

 

The notification below, made in accordance with the requirements of the EU Market Abuse Regulations, provides further detail in respect of the transaction as described above.  

1	Details  of  the  person  discharging  managerial  responsibilities  /  person  closely associated
a)	Name	Keith Coughlan
2	Reason for notification
a)	Position / status	Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer,  emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	European Metals Holdings Limited
b)	LEI	213800NZKFBQAMMLXC39
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description  of  the financial instrument, type of instrument   Identification code	Ordinary shares (represented by Chess Depositary interests)of no par value in European Metals Holdings Limited   VGG3191T1021
	Nature of the transaction	Issue of 850,000 ordinary shares pursuant to the Company's Employee Share Securities Plan at an issue price of £0.41 per ordinary share
	Price(s) and volumes(s)	Price(s) Volumes(s) (i)           £0.41 850,000
d)	Aggregated information	n/a
e)	Date of the transaction	14 December 2017
f)	Place of the transaction	Off market

 

1	Details  of  the  person  discharging  managerial  responsibilities  /  person  closely associated
a)	Name	David Reeves
2	Reason for notification
a)	Position / status	Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer,  emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	European Metals Holdings Limited
b)	LEI	213800NZKFBQAMMLXC39
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description  of  the financial instrument, type of instrument   Identification code	Ordinary shares (represented by Chess Depositary interests)of no par value in European Metals Holdings Limited   VGG3191T1021
	Nature of the transaction	Issue of 300,000 ordinary shares pursuant to the Company's Employee Share Securities Plan at an issue price of £0.41 per ordinary share
	Price(s) and volumes(s)	Price(s) Volumes(s) (i)           £0.41 300,000
d)	Aggregated information	n/a
e)	Date of the transaction	14 December 2017
f)	Place of the transaction	Off market

 

1	Details  of  the  person  discharging  managerial  responsibilities  /  person  closely associated
a)	Name	Richard Pavlik
2	Reason for notification
a)	Position / status	Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer,  emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	European Metals Holdings Limited
b)	LEI	213800NZKFBQAMMLXC39
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description  of  the financial instrument, type of instrument   Identification code	Ordinary shares (represented by Chess Depositary interests)of no par value in European Metals Holdings Limited   VGG3191T1021
	Nature of the transaction	Issue of 300,000 ordinary shares pursuant to the Company's Employee Share Securities Plan at an issue price of £0.41 per ordinary share
	Price(s) and volumes(s)	Price(s) Volumes(s) (i)           £0.41 300,000
d)	Aggregated information	n/a
e)	Date of the transaction	14 December 2017
f)	Place of the transaction	Off market

 

1	Details  of  the  person  discharging  managerial  responsibilities  /  person  closely associated
a)	Name	Kiran Morzaria
2	Reason for notification
a)	Position / status	Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer,  emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	European Metals Holdings Limited
b)	LEI	213800NZKFBQAMMLXC39
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description  of  the financial instrument, type of instrument   Identification code	Ordinary shares (represented by Chess Depositary interests)of no par value in European Metals Holdings Limited   VGG3191T1021
	Nature of the transaction	1.    Issue of 200,000 ordinary shares pursuant to the Company's Employee Share Securities Plan at an issue price of £0.41 per ordinary share.   2.    Issue of 985,714 ordinary shares pursuant to the Placement to sophisticated investors as announced on 30 November 2017.
	Price(s) and volumes(s)	Price(s) Volumes(s) (i)           £0.41* 200,000 (ii)          £0.35* 985,714
d)	Aggregated information	n/a
e)	Date of the transaction	1.    14 December 2017 2.    20 December 2017
f)	Place of the transaction	Off market

 

ENDS