Form 8 (OPD) Independent Oil and Gas plc

RNS Number : 3657T
Independent Oil & Gas PLC
19 March 2019
 

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:

Independent Oil and Gas 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.

N/A

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

     Use a separate form for each offeror/offeree

Independent Oil and Gas plc

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

18 March 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"

N/A

 

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:

 


 

 

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:

None

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

None

 

 

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)  Ordinary shares of 1 pence each ("Ordinary Shares")

Name

Number of Ordinary Shares held

% of Ordinary Shares held

Mark Hughes (Director)

178,000

0.14%

Martin Ruscoe (Director)

148,113

0.12%

Fieldfisher LLP (Connected adviser)

858,112

0.68%

 

(b)  Options on Ordinary Shares

 


Granted

Total

Exercise Price

Expiry Date

Andrew Hockey

1 Sep 2017

110,800

1p

31 Aug 2022


1 Mar 2018

102,537

1p

28 Feb 2023


1 Mar 2018

1,600,000

20p

28 Feb 2028


1 Sep 2018

128,700

1p

31 Aug 2023






Mark Hughes

27 Jul 2018

1,000,000

35p

27 July 2028


1 Sep 2018

62,417

1p

31 Aug 2023






Martin Ruscoe1

1 Sep 2017

44,699

1p

31 Aug 2022


1 Mar 2018

34,179

1p

28 Feb 2023


1 Sep 2018

30,888

1p

31 Aug 2023






Charles Hendry

1 Sep 2017

39,745

1p

31 Aug 2022


1 Mar 2018

34,179

1p

28 Feb 2023


1 Sep 2018

30,888

1p

31 Aug 2023

 

1 Options granted to South Riding Consultancy Limited, a company in which Martin Ruscoe is a majority shareholder and a director.

 

 

 

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:

15 March 2019

Contact name:

Andrew Hockey, CEO

 

Telephone number:

0203 879 0510

 

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.

 


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