AIM Rule 26
Caledonia Mining Corporation Plc (“Caledonia”) is incorporated in Jersey. The rights of the shareholders of Caledonia may be different in certain respects from the rights of shareholders of a company incorporated in the United Kingdom or other jurisdictions (e.g. Canada or the US). It should be noted that significant shareholders (which under the AIM Rules are any persons with holdings of 3% or more of Caledonia’s securities) are required to notify to Caledonia their holdings as is similarly required under the United Kingdom’s Disclosure Guidance and Transparency Rules which are incorporated by reference in Caledonia’s articles of association. Caledonia is a non-DTR company (as defined under the AIM Rules) and so, in accordance with the notes to AIM Rule 17, shareholders are advised that statutory disclosure of significant shareholdings of Caledonia is different to that of a DTR company and therefore may not always ensure compliance with the requirements of AIM Rule 17. Under the securities laws in Canada, an “insider” of Caledonia (which would include a shareholder who beneficially owns, controls or has direction over more than 10% of Caledonia’s common shares) is required to report their holdings in accordance with the applicable regulations. There are also reporting obligations that apply to holders of Caledonia’s shares under US law, in particular Schedule 13 of the Securities Exchange Act of 1934 which requires a person or group of persons who acquire more than 5% of Caledonia’s shares to file a report with the SEC.
Caledonia has 11,515,860 common shares issued. The Directors and management own or have an interest in 476,840 common shares representing 4.18% of Caledonia’s issued capital as of January 22, 2020.
Allan Gray Investment Management, a South African fund manager, is the largest holder of Caledonia’s securities and has disclosed to Caledonia that it holds through two of its funds, Allan Gray Africa ex-SA Equity Fund Limited and Allan Gray Africa Equity Fund Limited.
Caledonia ascertained that as at 25 August, 2017 Sales Promotion Services S.A. held an interest through various intermediaries in 938,773 common shares of the Company and was subsequently informed on November 2, 2017 that the beneficial owner of Sales Promotion Services S.A. is Heinrich Auwärter. Caledonia received notification on June 26, 2019 that Sales Promotion Services S.A.’s interest in common shares had reduced to 848,773.
|A description of our business||About Us|
|The names of directors and biographical details||Directors|
|Directors' responsibilities||Corporate governance
|Country of incorporation and main country of operations||The company is registered and has its head office in Jersey, Channel Islands, and the group has a management office in South Africa. The group's principal operating activities are in Zimbabwe.
|Current constitutional documents||Memorandum of Association
Articles of Association
Certificate of Continuance
|Details of other exchanges and trading platforms||Caledonia’s shares are currently listed on the Toronto Stock Exchange and the NYSE American and depositary interests in the shares are admitted to trading on AIM of the London Stock Exchange plc.|
|The number of shares in issue||Shareholder information|
|The percentage holdings of significant shareholders and the percentage of shares not in public hands||Shareholder information|
|Restrictions on the transfer of shares||There are no restrictions on the transfer of our ordinary shares.|
|Annual, half-yearly and quarterly reports||Financial reports|
|All notifications made by us in the last 12 months||Regulatory News|
|Admission document and any circulars or similar publications sent to shareholders within the past 12 months||February 2016 Re-Admission Schedule 1 pursuant to the Continuance to Jersey
Shareholder Meeting Documents
AIM Schedule 1 - Pre-Admission Announcement
|Details of our nominated adviser and other key advisers||Advisers|
|Corporate Governance||Corporate Governance
|City Code and Shareholder Protections||Caledonia is subject to the UK City Code on Takeovers and Mergers and is also subject to Canadian and US regulations and regulatory oversight regarding takeovers.|