Form 8 (OPD) Braemar Shipping Services plc

RNS Number : 4076I
Braemar Shipping Services PLC
30 May 2014
 



FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Identity of the party to the offer making the disclosure:

Braemar Shipping Services plc ("Braemar")

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each party to the offer

Braemar

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

30 May 2014

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 


 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0

Nil

0

(2) Derivatives (other than options):

Nil

0

Nil

0

(3) Options and agreements to purchase/sell:

Nil

0

Nil

0

 

     TOTAL:

Nil

0

Nil

0

 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

NONE

Details, including nature of the rights concerned and relevant percentages:

NONE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(c)        Irrevocable commitments and letters of intent

 

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):


N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

 

Braemar Directors

 

The directors of Braemar have the following interests in the company:

 


No. Ordinary Shares

% of Issued Share Capital

Executive Directors



James Kidwell..............................

111,304

0.51

Denis Petropoulos......................

601,434

2.77

Non-Executive Directors



Sir Graham Hearne CBE............

2,500

0.01

John Denholm..............................

7,000

0.03

Alastair Farley...............................

13,366

0.06


735,604

3.38

 

The directors of Braemar have the following interests in options over unissued ordinary shares in the company under the company's Save As You Earn scheme:

 


Exercise
 price (p)

Earliest
exercise

Expiry

No. Ordinary Shares

Executive Directors





James Kidwell..............

271

01/02/2015

01/07/2015

3,321

Denis Petropoulos......

272.9

01/08/2015

01/01/2016

3,308

Martin Beer....................

336

01/08/2016

01/01/2017

2,676





9,305

 

The directors of Braemar have the following rights to subscribe for ordinary shares in the company under the company's Long Term Incentive Plan and Deferred Bonus Plan:

 


Scheme

Earliest exercise

Expiry

No. Ordinary Shares

Executive Directors





James Kidwell..............

LTIP

17/05/2014

17/05/2021

45,000


LTIP

30/10/2015

30/10/2022

75,000


DBP

08/05/2015

08/05/2022

31,541


DBP

14/05/2016

14/05/2023

17,440

Denis Petropoulos......

LTIP

17/05/2014

17/05/2021

42,735


DBP

08/05/2015

08/05/2022

31,541


DBP

14/05/2016

14/05/2023

12,444

Martin Beer....................

LTIP

30/10/2015

30/10/2022

55,000


DBP

14/05/2016

14/05/2023

4,666





315,367

 

 Braemar Employee Share Ownership Plan ('ESOP')

 

The Braemar ESOP holds the following ordinary shares in the company.

 


No. Ordinary Shares

% of Issued Share Capital

Braemar ESOP

659,682

3.04


659,682

3.04

 

 

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

 

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

 

NONE

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

NONE

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

30 May 2014

Contact name:

Martin Beer

Telephone number:

020 7535 2650

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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