AIM Rule 26
The information included in this section is disclosed pursuant to AIM Rule 26 of the AIM Rules for Companies and was last updated on 23 April 2018.
Click HERE for a description of the Company
Click HERE for Director Biographies
On Admission, the Board will consist of two executive directors and six non-executive directors, of whom James Strauss, Raymond Hodgkinson, Dr Andres Antonius and Eileen Carr are considered by the Board to be independent, with James Strauss being the Lead Independent Director. The Chairman is responsible for leadership of the Board and for the efficient conduct of the Board’s function. The Chairman is expected to encourage the effective contribution of all directors and promote constructive and respectful relations between directors and senior management.
The Board has determined that the role of Chairman currently requires a specific skillset and additional time to be dedicated by the Chairman to assist the CEO with certain Executive functions. Accordingly Mark Hohnen is appointed Executive Chairman and in the event of any conflicts of interest in relation to the functions of a Chairman, the Lead Independent Director shall represent the Board.
The Directors believe that they have sufficient experience in implementing accounting systems and controls which will provide a reasonable basis for them to make proper judgements as to the financial position and prospects of the Company.
The Company has adopted a terms of reference for the Audit Committee which establishes the Audit Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Audit Committee is comprised of three members (Raymond Hodgkinson, James Strauss and Eileen Carr as Chairman). The Audit Committee’s overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company. The Audit Committee, inter alia, meets with the Company’s external auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company’s accounting and financial reporting processes, the Company’s internal accounting controls and the resolution of issues identified by the Company’s auditors.
The Company has adopted terms of reference for its Remuneration Committee which establishes the Remuneration Committee purpose and responsibilities, establishment, composition, authority and duties. The Remuneration Committee is comprised of three members of whom all are independent non-executive Directors (Ray Hodgkinson, Dr Andres Antonius, and James Strauss as Committee Chairman).
The Remuneration Committee assumes general responsibility for assisting the Board in respect of remuneration policies for the Company and to review and recommend remuneration strategies for the Company and proposals relating to compensation for the Company’s officers, directors and consultants and to assess the performance of the officers of the Company in fulfilling their responsibilities and meeting corporate objectives. It has the responsibility for, inter alia, administering share and cash incentive plans and programmes for Directors and employees and for approving (or making recommendations to the Board on) share and cash awards for Directors and employees.
The Company has adopted terms of reference for its Corporate Governance Committee which establishes the Corporate Governance Committee purpose and responsibilities, establishment, composition, authority and duties. The Corporate Governance Committee is comprised of three members of whom one is an executive Director, Mark Hohnen, and two are non-executive Directors, Raymond Hodgkinson and James Strauss, the latter being Committee Chairman.
The responsibility of the Corporate Governance Committee is to provide for the Board’s effectiveness and continuing development. The Corporate Governance Committee will generally assist the Board in developing the Company’s approach to its own governance by:
- Overseeing the Company’s corporate governance policies, including emphasis on the 12 core principles of good Corporate Governance identified in the QCA Guidelines. This will include making policy recommendations aimed at enhancing Board effectiveness and interaction with shareholders;
- Managing and overseeing the terms of reference for the Board, its Committees and key management and ensuring effective communication between all parties, whilst maintaining their independence from each other. This will include ongoing evaluation of directors and the Board as a whole, identifying and recommending potential new directors; and overseeing succession planning for key individuals; and
- Ensuring the Company maintains a robust two-way interaction with its shareholders and adopts best practice minimum disclosures in the Company’s Annual Report to shareholders and on the corporate website.
The Company has adopted terms of reference for its Disclosure Committee which establishes the Disclosure Committee’s purpose and responsibilities, establishment, composition, authority and duties. The Disclosure Committee is comprised of the Chairman (Mark Hohnen), the Lead Independent Director (James Strauss), the CEO (Peter Secker), the CFO (Janet Boyce) and the Company Secretary (Cherif Rifaat). The Disclosure Committee is constituted by the Board with the purpose of overseeing the implementation of the governance and procedures associated with the assessment, control and disclosure of inside information in relation to the Company. The Disclosure Committee shall meet as conditions dictate.
Country of Incorporation:
Bacanora Lithium plc was incorporated in England and Wales under the Companies Act
Country of Operation:
Mexico (Sonora Project), Germany (Zinnwald Project)
There are no restrictions on the transfer of the Company’s AIM Securities
Current constitutional documents:
Click HERE for articles of association
The securities of Bacanora are traded on AIM, a market operated by London Stock Exchange. The Company is not quoted on any other exchanges or trading platforms.
Following the completion of the Plan of Arrangement in March 2018, all former Bacanora Minerals Ltd shareholders who have not completed a Letter of Transmittal are requested to do so as soon as possible. Until a valid form is received and processed these dissentient shares will be held in Trust until 23 March 2021, at which point the shares will be cancelled. The Letter of Transmittal is attached and includes the addresses of the Registrars for shareholders to send their forms to, dependent on whether they Within or Outside of the Americas.
Download Letter of Transmittal Here
AIM Securities in Issue:
Ordinary Shares in Issue: 134,039,872
Outstanding Options and RSUs: 9,869,587
Fully Diluted Share Capital: 143,909,459
This section was updated on 23 April 2018.
Securities not in public hands:
This section was updated on 23 April 2018. The calculation comprises the holdings of substantial shareholders (>10%) and all related parties.
Significant Shareholders (>3%):
|Shareholder name||Shares held||% holding|
|M&G Investments Funds(2)||13,456,784||10.04%|
|Hanwa Co Ltd||12,333,261||9.20%|
|Cadence Minerals Plc(3)||10,720,000||8.00%|
|The Capital Group||8,573,925||6.40%|
(1) Graham Edwards owns approximately 10,500,000 Bacanora Lithium Shares (approximately 7.8% of the issued and outstanding Bacanora Lithium Shares) through Igneous Capital Limited, a private corporation incorporated under the laws of the British Virgin Islands that is controlled by and ultimately beneficially owned by Mr. Edwards. Mr. Edwards is also one of the potential beneficiaries of a trust that owns D&A Income Limited owns 5,303,030 Bacanora Lithium Shares (approximately 4.0% of the issued and outstanding Bacanora Lithium Shares).
(2) M&G Investments Fund is an investment fund that is part of the Prudential Plc group of companies and is headquartered in London, UK, with offices in 16 countries and funds distributed in 23 territories.
(3) Cadence has confirmed to Bacanora that it now owns approximately 8% of the company’s shares. As an Investment Company, Cadence is only required to file a TR-1 when it crosses the 10% and 5% threshold.
This section was updated on 23 April 2018.
Click HERE for the financial statements of the Company
Click HERE for all notifications made by the Company
Corporate Governance Code:
The Directors recognise the importance of sound corporate governance and, following completion of the Arrangement, the Bacanora Group will comply with the provisions of the Corporate Governance Code for Small and Mid-Size Quoted Companies 2013 (“QCA Code”), as published by the Quoted Companies Alliance, to the extent they consider appropriate in light of the Bacanora Group’s size, stage of development and resources.
The Company will hold board meetings periodically as issues arise which require the attention of the Directors. The Directors will be responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It will be the Directors' responsibility to oversee and monitor the financial position, the business and affairs of Company on behalf of the Shareholders, to whom the Directors are accountable. The primary duty of the Directors will be to act in the best interests of the Company at all times. The Directors will also address issues relating to internal control and the Company‘s approach to risk management.
The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a company with its registered office in the United Kingdom, Channel Islands or Isle of Man, if any of its securities are admitted to trading on a multilateral trading facility in the United Kingdom, which includes AIM. The Company is such a company and, following completion of the Arrangement, the Company will be subject to the Takeover Code and Shareholders will be entitled to the protection afforded by the Takeover Code.
Click HERE for Bacanora Minerals Ltd 2014 AIM admission document.
Click HERE for Bacanora Lithium plc 2018 AIM admission document.
88 Wood Street
Cairn Financial Advisers LLP
Gowling WLG (UK) LLP
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Macquarie Capital (Europe) Limited
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Financial Public Relations:
St Brides Partners
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