Shares, Warrants and LTIP

Share Price

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Warrant Price

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The Company’s Share Capital is as follows:

Issued ordinary shares 37,635,196
Shares held in Treasury Nil
Warrants 15,143,602
Employee Share Options 3,622,740
Fully diluted (Issued, Warrants and Options) 56,401,538

The Company’s issued share capital consists entirely of Ordinary Shares, with one voting right per share. The rights of shareholders may be different to the rights of shareholders in a UK incorporated company.

Both the Company’s Shares and Warrants are admitted to trading on AIM:

Ordinary shares Warrants
Ticker symbol MIL MILW
ISIN code VGG636111004 VGG636111186
SEDOL BBBSQP6 BBBSQR8
Bloomberg MIL:LN MILW:LN

The above figure of 37,635,196 shares may be used by shareholders as the denominator for calculations by which they will determine if they are required under the Disclosure and Transparency Rules to notify their interest in, or a change to their interest in, the Company.

Insofar as the Company is aware, 5.7% of the Company’s Ordinary Shares (being those held by the Directors) are not in public hands.

Name Number of Ordinary Shares Percentage of Issued Capital
LIM Asia Special Situations Master Fund Limited 7,718,665 20.5%
Stewart Investors Asia Pacific Fund 3,653,695 9.7%
Probus Opportunities SA SICAV-FIS – Mekong Fund 2,118,644 5.6%
Red Oak Operations Limited 2,105,569 5.6%
Chasophie Group Limited 1,601,086 4.3%
Alpha Investments Asia FCP-SIF Fund 1,449,475 3.9%
Finanzverwaltungs GbR Langen II 1,443,051 3.8%
Pachira Holdings Limited 1,113,499 3.0%
Crystal Consultancy Services Limited 1,113,499 3.0%
Directors – see below 2,128,593 5.7%
Holders with less than 3% 13,189,420 35.0%
Total 37,635,196 100.0%

 

Source: Capita Registrars (Guernsey) Limited.
This information was updated on 4 September, 2018.

Name Number of Ordinary Shares Percentage of Issued Capital Number of Warrants Number of Options
William Knight 28,000 0.1% 3,000 157,005
Aung Htun 677,000 1.8% 123,000 899,626
Michael Dean 410,000 1.1% 98,000 815,626
Craig Martin 237,372 0.6% 145,000 167,005
Chris Appleton 190,372 0.5% 98,000 177,005
Henrik Bodenstab 585,849 1.6% 181,159 35,000
Total 2,128,593 5.7% 648,159  2,251,267

Source: Capita Registrars (Guernsey) Limited.
This information was updated on 31 January, 2018.

 

The Ordinary Shares and Warrants are subject to restrictions on transfer in accordance with the US Securities Act of 1933 and regulations made thereunder, and the US Investment Company Act, and the certificates in respect of such Ordinary Shares and Warrants will bear legends with respect to such transfer restrictions. Subscribers, Placees and subsequent purchasers of such Ordinary Shares and Warrants will be deemed to have agreed to be bound by the transfer restrictions and to have agreed not to effect transfers of the Ordinary Shares or Warrants except to transferees who also agree to be bound by the restrictions, while the restrictions are still applicable.

For further details please see pages 103 to 106 of the Company’s Admission Document.

All certificates representing New Ordinary Shares and all certificates representing the Warrants, if any, and all certificates issued in exchange therefor or in substitution thereof, shall bear the legend set out in Paragraph 8 on page 104 of the Company’s Admission Document.

The Company maintains a long term incentive plan (“LTIP”) built around the fundamental principle of aligning the interests of management with those of our shareholders.

The original LTIP was an Employee Share Option Plan (the “ESOP”) that started in June 2013 and the last option grant was in November 2016. The Company established the ESOP for its employees, Directors and advisers (“Participants”). It was envisaged that it would be used for five years and then re-assessed. As a result of that re-assessment the Board decided that no further options will be granted, though the existing options will remain in place. From September 2018 onwards the carried interest plan will be the Company’s long-term incentive scheme.

In September 2018 the Company introduced a Carried Interest Scheme (“CIS”) to take over from the ESOP. In both cases ESOP and the CIS are administered by the Remuneration.

ESOP

The ESOP was designed to reward a Participant only if there is an appreciation in value of the Company’s share price.

The ESOP provided that share options granted by the Company under the terms of the Plan should constitute a maximum of one-tenth of the number of the total number of ordinary shares in issue on the date preceding the date of grant. Any issue of ordinary shares by the Company enabled the Remuneration Committee to grant further share options which would be granted with an exercise price set at a 10 percent premium to the subscription price paid by shareholders for the issue of ordinary shares that gave rise to the availability of each tranche of the share options.

Share options can be exercised at any time after the first anniversary and before the tenth anniversary of the grant (as may be determined by the Remuneration Committee in its absolute discretion) of the respective share options.

A total of 2,673,028 share options were granted with the balance of 949,712 unissued options being cancelled upon the introduction of the CIS 

CIS 

The CIS was adopted by the Remuneration Committee and the Board on 17 September 2018.

Under the CIS, beneficiaries will receive a portion of the “excess profits” made from the final realisation of an investment. In computing the excess profits:

  • The starting value for MFIL and Apollo Towers will be the Directors’ appraised NAV of those investments as at 31 March 2017, adjusted for any later capital injections, to reflect the fact that no share option grants have been made since November 2016.
  • The starting value for Medicare will be its cost.
  • A hurdle rate of 10%, compounded annually, will be applied.

The carried interest plan will receive 10% of any resultant excess profit and this will be allocated between the beneficiaries by the Remuneration Committee.