Form 8 OPD Centamin

RNS Number : 9911W
Centamin PLC
16 December 2019
 

FOR IMMEDIATE RELEASE

 

16 December 2019

 

 

 

 

Centamin plc 

("Centamin" or "the Company")

(LSE:CEY, TSX:CEE)

 

 

 

 

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) Full name of discloser:

Centamin plc

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

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

-

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

     Use a separate form for each offeror/offeree

Centamin plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

13 December 2019

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

YES (Endeavour Mining Corporation)

 

 

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

 

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.

 

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

 

Class of relevant security:

 

ORDINARY SHARES

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

     TOTAL:

Nil

-

Nil

-

 

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), 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:

N/A

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

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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

(a) Interests in Centamin plc's (Centamin) ordinary shares held by the directors of Centamin, their close relatives and related trusts and other concert parties:

 

Class of relevant security:

ORDINARY SHARES

Director

No. of Centamin ordinary shares held

Percentage of issued share capital

Josef El-Raghy and close relatives

10,500,000

0.908%

Other El-Raghy family members

579,212

0.050%

Andrew Pardey

2,295,268

0.199%

Ross Jerrard

350,000

0.030%

Gordon Edward Haslam

127,056

0.01%

Professor Ibrahim Fawzy

Nil

-

Dr. Sally Eyre

Nil

-

Mark Bankes

190,000

0.016%

Mark Arnesen

49,000

0.004%

Dr. Catharine Farrow

Nil

-

Marna Cloete

15,000

0.001%

 

(b) Awards in Centamin ordinary shares held by the directors of Centamin, their close relatives and related trusts and other concert parties:

 

(i) Ross Jerrard

 

Number of ordinary shares to vest

Date of grant

Exercise price

Vesting date

Scheme type - award under the Performance Share Plan (subject to performance conditions)

420,000

June 2017

Nil

June 2020

510,000

June 2018

Nil

June 2021

617,000

June 2019

Nil

June 2022

 

(ii) Andrew Pardey

 

Number of ordinary shares to vest

Date of grant

Exercise price

Vesting date

Scheme type - award under the Performance Share Plan (subject to performance conditions)

440,000

June 2017

Nil

June 2020

640,000

June 2018

Nil

June 2021

777,000

June 2019

Nil

June 2022

 

 

 

 

(iii) Other El-Raghy family members

 

Number of ordinary shares to vest

Date of grant

Exercise price

Vesting date

Scheme type - award under the Performance Share Plan (subject to performance conditions)

108,000

June 2017

Nil

June 2020

166,000

June 2018

Nil

June 2021

198,000

June 2019

Nil

June 2022

 

(c) Interests, short positions and rights to subscribe in Centamin's ordinary shares held by connected advisers of Centamin

 

BMO Capital Markets Limited:

 

Class of relevant security:

 

ORDINARY SHARES

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

3,022,958

0.26

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

     TOTAL:

3,022,958

0.26

Nil

-

 

 

 

Details of any open stock-settled derivative positions (including traded options), 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:

Irrevocable commitments and letters of intent should not be included. 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:

16 December 2019

Contact name:

Darren Le Masurier

Telephone number:

+44 (0)1534 828700

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

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

 

 

 

Enquiries

For further information, please visit the website www.centamin.com or contact:

 

Centamin plc

Ross Jerrard, Chief Executive Officer

Alexandra Carse, Investor Relations

alexandra.carse@centamin.je

 

Buchanan

Bobby Morse

Chris Judd

centamin@buchanan.uk.com

 

 

 


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