Aim Rule 26
The following information is disclosed in accordance with Rule 26 of the AIM Rules for Companies.
Business Description, Incorporation and Operation
Hummingbird Resources plc is a mineral exploration company incorporated in England and Wales and headquartered in London. Since its establishment in November 2005, the Company has been active in Liberia, West Africa, and is currently the holder of the largest area of mineral exploration ground in the highly prospective geological region of eastern Liberia. The Company’s licences are prospective for gold, iron ore and other minerals. At present the Company’s focus is on exploration for gold, with one iron ore licence.
The Company has focused its exploration activities in what the Directors consider to be largely unexplored parts of Liberia and which are primarily situated in the Birimian sequence, a geological formation which is known to host multi-million ounce gold deposits in nearby countries such as Ghana, Cote d’Ivoire and Mali. The exploration licences cover approximately 7,000 square kilometres in total and constitute a significant proportion of eastern Liberia containing the Birimian sequence. The Company’s iron ore exploration licence covers 155 square kilometres and is located in northern Liberia.
The Company is subject to the corporate governance regime of the United Kingdom. The Directors acknowledge the importance of the guidelines set out in the Corporate Governance Code and the QCA Guidelines and therefore intend to comply with these so far as is appropriate having regard to the size and nature of the Company.
Board The board currently comprises seven members, three of whom are executive. The board meets regularly and is responsible for strategy, performance, approval of major capital projects and the framework of internal controls. To enable the board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of board meetings, and all Directors have access to the advice and services of the Company Secretary. The Articles of Association provide that Directors will be subject to re-election at the first opportunity after their appointment and they will voluntarily submit to re-election at intervals of three years.
Audit Committee The audit committee comprises Matthew Idiens and Roderick Smith (Chairman). The audit committee is responsible for reviewing a wide range of financial matters including the annual and interim reports, the Company’s internal control and risk management system. The audit committee’s responsibilities include meeting with the Company’s auditors and agreeing the scope of their audit.
Remuneration Committee The remuneration committee comprises Ian Cockerill (Chairman), Matthew Idiens and Stephen Betts. The remuneration committee is responsible for reviewing the performance of the executive directors, setting their remuneration levels, determining the design and setting the targets for any incentive schemes operated by the Company for the Directors. It is also responsible for determining at what point the Company should adopt any form of share option plan, and considering the grant of options under any such plan. The board itself determines the remuneration of the non-executive directors.
Safety, Health and Environmental Committee (SHEC) The SHEC comprises of Ian Cockerill (Chairman), Daniel Betts and William Cook. SHEC is responsible for formulating and reviewing the safety, health and environmental policies of Hummingbird. It is responsible for making sure that all Directors are kept informed of their health and safety obligations.
Exchanges & Platforms The Company’s ordinary shares are admitted to trading on AIM.
Securities in Issue The total number of ordinary shares in issue is 56,726,371. There are no ordinary shares held in treasury.
Securities not in Public Hands The percentage of the Company’s ordinary shares not held in public hands is 28%.
Significant Shareholders The shareholders set out below hold greater than 3% of the issued share capital:
|Directors & connected parties*||16.6%|
|Capital Research and Management Company||9.5%|
|JP Morgan Asset Management UK Limited||7.1%|
|Resource Capital Funds||5.1%|
Directors and connected parties includes the following beneficial interests of Directors and their connected parties: Matthew Charles Idiens 6.16%; Daniel Edward Betts 8.38%.
Restrictions on Transfer There are currently no restrictions on the transfer of securities.
In this section
- Notice of AGM 2012 (75 KB)
- Admission to trading on AIM (5 MB)
- Articles of Association (2 MB)
- 2011 Annual Report (3 MB)
- 2012 Annual Report (3 MB)
Nominated Adviser & Broker
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
Baker Tilly UK Audit LLP
2 Whitehall Quay
Leeds LS1 4HG
Solicitors to the Company (UK Law)
Gowlings (UK) LLP 15th Floor - 125 Old Broad Street London EC2N 1AR
Solicitors to the Company (Liberian Law)
Brumskine & Associates P.O. Box 1344 Tubman Boulevard Congo Town Monrovia Liberia
ACA Howe International Limited
254 High Street
Hertfordshire HP4 1AQ
Capita Registrars Limited
34 Beckenham Road
Kent BR3 4TU
David Pelham has approved the technical information contained within this website in his capacity as a qualified person, as required under the AIM rules. David Pelham is Technical Director of the Company and is a member of the Institute of Materials, Minerals and Mining.