The following information is being provided for the purposes of Rule 26 of the AIM Rules for Companies (AIM Rules).
Last updated on 11 June 2021
Description of Business & Board of Directors
Responsibilities of Management and Governance
For the financial year ended 30 June 2020, Base Resources measured its governance practices against the third edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Third Edition Recommendations).
For the current financial year ending 30 June 2021 and beyond, the Company will measure its governance practices against the ASX Corporate Governance Council’s new fourth edition of their Corporate Governance Principles and Recommendations.
The Company is pleased to advise that, for the financial year ended 30 June 2020, the Company followed all of the Third Edition Recommendations. Further details about the Company’s governance practices are set out in the 2020 Corporate Governance Statement which was included in Base Resources’ 2020 Annual Report.
Click here for Base Resources’ latest ASX Appendix 4G describing the Company’s adoption of the Third Edition Recommendations.
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 11 June 2021.
Shares on Issue: 1,178,011,850
Base Resources does not hold any Shares as treasury Shares (as that term is defined in the AIM Rules).
The percentage of shares not held in public hands is 64.8%
Significant Shareholders of the Company
As at 11 June 2021, 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 up to and including 11 June 2021.
|Pacific Road Resources Fund II*||26.5%|
|Sustainable Capital Ltd||24.2%|
|Regal Funds Management Pty Limited||10.0%|
|Credit Suisse Group AG||5.5%|
|UBS Group AG||5.3%|
*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|
|266,893||No, but remain subject to valid exercise||30 September 2025, unless exercised beforehand|
|70,812,083||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 such vesting. Performance rights that do not vest are forfeited.|
Restrictions on Trading of Securities
There are currently no restrictions on the transfer of shares.
Nominated Adviser and Joint UK Corporate Brokers
The Company’s Nominated Adviser is:
RFC Ambrian Limited
Level 48, Central Park
152-158 St Georges Terrace
Perth WA 6000
The Company’s joint UK Corporate Brokers are:
Berenberg, Gossler & Co. KG, London Branch
60 Threadneedle St
London EC2R 8HP
Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
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