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 29 May 2020.
Click HERE for a description of the Company
Click HERE for Director Biographies
The Board consists of two executive directors and six non-executive directors, of whom four are considered to be independent, being James Strauss, Dr Andres Antonius, Eileen Carr and Graeme Purdy. James Strauss is also 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 skill set 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 experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance. The Board believes it has the requisite blend of experience in financial and operational matters, as well as improving gender balance, at a Board and Senior Management level to deliver on its strategy.
The Board does not believe that any of the Directors have too many directorship roles at other listed companies and hence at risk of “over-boarding” as defined by ISS voting guidelines, but will continue to monitor this on an ongoing basis. The Board is satisfied that the Chairman and each of the non-executive Directors are able to devote sufficient time to the Group's business.
The Company has adopted 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, all of whom are independent non-executive directors (James Strauss, Dr Andres Antonius and Eileen Carr as Committee Chairman). The Committee has unrestricted access to the Group's Auditor. The CFO attends the Committee meeting by invitation.
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. It also advises the Board on the appointment of the Auditor, reviews their fees and discusses the nature, scope and results of the audit with the Auditor.
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, all of whom are independent non-executive Directors (Dr Andres Antonius, Eileen Carr 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.
Corporate Governance Committee
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, Eileen Carr and James Strauss, the latter being Committee Chairman. The Committee meets annually in the period between the year end and the production of the Annual Report.
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.
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: 222,981,837
Outstanding Options and RSUs: 7,522,102
Warrants issued: 6,000,000
Fully Diluted Share Capital: 236,503,939
This section was updated on 1 April 2020.
Securities not in public hands:
The following table lists the significant beneficial holders of the Company's Ordinary Shares as at 1 April 2020.
Significant Shareholders (>3%):
|Shareholder name||Shares held||% holding|
|Ganfeng Lithium Ltd||57,600,364||25.83%|
|Hanwa Co Ltd||12,333,761||5.53%|
|Igneous Capital Limited (1)||9,883,774||4.43%|
|D&A Income Limited (1)||4,738,010||2.12%|
(1) Igneous Capital Limited is a private corporation incorporated under the laws of the British Virgin Islands that is controlled by and ultimately beneficially owned by Mr. Graham Edwards. Mr. Edwards is also one of the potential beneficiaries of a trust that owns D&A Income Limited.
Click HERE for the financial statements of the Company
Click HERE for all notifications made by the Company
Corporate Governance Code:
The Board recognises the importance of sound corporate governance commensurate with the size of the Company and the interests of Shareholders while still allowing operational flexibility. Bacanora Lithium plc has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code. Our QCA Statements sets out in broad terms how we comply at this point in time. We will provide regular updates in our Annual Reports and on our website in relation to our compliance with the code.
Bacanora Lithium QCA Statement – 2019 Statement to Download
AGM Proxy Results
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.
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