Caledonia Mining Corporation plc

Investors

Shareholder Information

Securities Listed and Traded

Date this page last updated:  July 17, 2019
Shares listed on the Toronto Stock Exchange – Symbol “CAL”
Shares listed on the NYSE American – Symbol “CMCL”
Depositary interests in the shares admitted to trading on AIM of the London Stock Exchange plc – Symbol “CMCL”
Authorised Share Capital: Unlimited

Shares, Warrants and Options Issued

Common Shares: 10,763,041
Warrants: Nil
Options: 38,000

Statement

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 10,763,041 common shares issued. The Directors and management own or have an interest in 451,287 common shares representing 4.19% of Caledonia’s issued capital as of June 27, 2019.

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.

As at 28 June 2019, or as subsequently disclosed or ascertained, to the knowledge of Caledonia the significant shareholders of Caledonia are:

NameShares / Depositary interests% of share capital
Allan Gray Investment Management2,070,34819.24
TD Bank Financial Group1,222,68611.36
Sales Promotion Services SA / Heinrich Auwärter848,7737.89
UBS Group AG739,7836.87
Charles Schwab405,4153.77
National Financial Services402,0403.74
ETrade393,1823.65
Royal Bank of Canada371,2453.45

According to the above information, 23.03% of Caledonia’s securities are held “not in public hands” in terms of the AIM Rules.

There are no restrictions on the transfer of Caledonia’s issued shares.

Dividend payment dateUSD amountCAD/USD exchange rateCAD amountUSD/GBP exchange rateGBP amount
26 January 20180.068750001.25040.085965001.36920.05021180
27 April 20180.068750001.25970.086604381.42520.04823884
27 July 20180.068750001.31710.090550631.32010.05207939
26 October 20180.068750001.30310.089588131.31670.05221387
25 January 20190.068750001.32590.091155631.28300.05358535
26 April 20190.068750001.33290.091636881.30960.05249695
26 July 20190.068750001.30380.089636251.25560.05475470

Caledonia paid its initial dividend in February 2012 of 6 Canadian cents. On April 4, 2013 Caledonia announced an annual dividend in respect of the year to December 31, 2012 also of 6 Canadian cents. On November 25, 2013 Caledonia announced that in 2014 it intended to pay an annual aggregate dividend of 6 Canadian cents per common share, payable on a quarterly basis. The first quarterly dividend of 1.5 Canadian cents per common share was paid at the end of January 2014 and further quarterly dividends were subsequently paid at the end of April, July, October in each year. In December 2015, Caledonia announced that with effect from the results for the year to December 31, 2015 (which were released at the end of March 2016), it would report its financial results in United States Dollars, instead of Canadian Dollars. Accordingly all dividends would also be declared in United States Dollars. In January 2016, Caledonia announced that the dividend payable at the end of January 2016 would be 1.125 US cents and the quarterly dividend policy was subsequently increased In Q3 of 2016 from 1.125 US cents per share to 1.375 US cents per share, an increase of 22%. In conjunction with the overall 1 for 5 share consolidation which became effective on June 26, 2017, Caledonia announced on July 4, 2017 that it had made a commensurate adjustment to the dividend by increasing it fivefold. The Caledonia board will continue to review dividends which will depend on the performance of the company and its capital investment requirements.

Caledonia advises shareholders that following the re-domicile of the company from Canada to Jersey, Channel Islands with effect from 19 March 2016, dividends paid after this date will no longer be designated “Eligible Dividends” for Canadian income tax purposes.

Shareholders and depositary interest holders in Canada and the UK are paid dividends in Canadian Dollars and Sterling respectively. The Canadian Dollar and Sterling dividend payments are calculated using the relevant Bank of Canada exchange rates on the record date.

The table above shows the applied exchange rates and the amounts paid or to be paid per security in each of the currencies for quarterly dividends declared since the beginning of 2018.