The following information is being provided for the purposes of Rule 26 of the AIM Rules for Companies (AIM Rules).
Last updated on 22 May 2020
Description of Business & Board of Directors
Responsibilities of Management and Governance
Base Resources has adopted the practices recommended by the ASX Corporate Governance Council in their Corporate Governance Principles and Recommendations (3rd Edition).
The Company is pleased to advise that its practices are consistent with the ASX Corporate Governance Council’s recommendations. As disclosed in the Corporate Governance Statement included in Base Resources’ 2019 Annual Report, all recommendations of the ASX Corporate Governance Council were applied for the financial year ended 30 June 2019.
Click here for Base Resources’ latest ASX Appendix 4G describing the Company’s compliance with the ASX Corporate Governance Council’s Principles and Recommendations for the financial year ended 30 June 2019 (as detailed on pages 56 to 65 inclusive of its 2019 Annual Report released on 26 August 2019).
Incorporation and Country of Operation
Base Resources was incorporated in Australia on 23 May 2007 and its main country of operation is Kenya. Base Resources also owns a development asset in Madagascar.
Base Resources is not subject to the UK City Code on Takeovers and Mergers, however it is subject to the Australian Corporations Act 2001.
Rights of Shareholders
As Base Resources is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company. Shareholders should refer to the Company’s Constitution for further details.
Stock Exchange Listings
Shares currently on issue
This information was last updated on 22 May 2020.
Shares on Issue: 1,171,609,774
Please note that no shares are held as treasury shares.
The percentage of shares not held in public hands is 61.7%
Significant Shareholders of the Company
As at 22 May 2020, Base Resources is aware of the following holdings of significant shareholders (as defined in the AIM Rules) of the Company. These figures are based on notifications to the Company and its own analysis prior to 22 May 2020.
|Pacific Road Resources Fund II*||26.7%|
|Sustainable Capital Ltd||22.3%|
|Regal Funds Management Pty Limited||9.8%|
|Bank of America Corporation||8.0%|
|UBS Group AG||3.8%|
*Pacific Road Resources Fund II is comprised of Pacific Road Capital Management GP II Limited (a Cayman Islands company) as general partner of Pacific Road Resources Fund II L.P. and Pacific Road Capital II Pty Limited (an Australian company) as trustee of Pacific Road Resources Fund II.
Performance rights on issue (unlisted)
|Number||Subject to vesting conditions||Expiry|
|6,527,607||No, but remain subject to valid exercise||30 September 2024, unless exercised beforehand|
|62,639,934||Yes, subject to the terms of the Base Resources Long Term Incentive Plan||Performance rights that vest in accordance with their terms at the end of the 3-year performance period, expire 5 years after that vesting. Performance rights that do not vest are forfeited.|
Restrictions on Trading of Securities
There are currently no restrictions on the transfer of shares.
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Competent Person’s Report
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