Form 8 (OPD) Independent Oil and Gas plc

RNS Number : 6450Z
Independent Oil & Gas PLC
22 September 2020
 

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?

OFFEROR

(e) Date position held:

  The latest practicable date prior to the disclosure

21 September 2020

(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"

Deltic Energy plc

 

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 of 1 pence each

 

 

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")

 

London Oil & Gas Limited (In Administration) and Lombard Odier Asset Management (Europe) Limited are deemed by the Panel to be acting in concert with Independent Oil & Gas plc.

 

Name

Number of Ordinary Shares held

% of Ordinary Shares held

London Oil & Gas Limited (In Administration)

143,011,359*

29.78%

Lombard Odier Asset Management (Europe) Limited

123,980,066

25.82%

Rupert Newall (Director) and persons closely associated

3,767,050

0.78%

Andrew Hockey (Director)

790,729

0.16%

Mark Hughes (Director)

693,770

0.14%

Esa Ikaheimonen (Director)

500,000

0.10%

Fiona MacAulay (Director)

200,000

0.04%

 

* These shares are subject to orderly market arrangements given to the Company, FinnCap Limited, Peel Hunt LLP and Cenkos Securities PLC for a period of 12 months from 28 October 2019 pursuant to which any sales by London Oil & Gas Limited can only be made through the Company's brokers on an orderly market basis subject to certain carve outs.

 

(b)  Options over Ordinary Shares (1)

 


Granted

Total number of ordinary shares

Exercise Price

Expiry Date

Andrew Hockey

1 Mar 2018

1,600,000

20p

28 Feb 2028


1 May 2019

235,294

12.75p

30 Apr 2029


1 May 2019

1,364,706

12.75p

30 Apr 2029


31 Aug 2019

267,740

1p*

31 Aug 2024


1 April 2020

62,460

1p*

31 Mar 2025


2 Jan 2020

2,256,410

1p

1 Jan 2030






Mark Hughes

27 Jul 2018

1,000,000

35p

27 July 2028


1 May 2019

235,294

12.75p

30 Apr 2029


1 May 2019

764,706

12.75p

30 Apr 2029


31 Aug 2019

182,063

1p*

31 Aug 2024


1 April 2020

42,473

1p*

31 Mar 2025


2 Jan 2020

1,572,650

1p

1 Jan 2030






Rupert Newall

1 May 2019

235,294

12.75p

30 Apr 2029


1 May 2019

964,706

12.75p

30 Apr 2029


31 Aug 2019

240,966

1p*

31 Aug 2024


1 April 2020

56,214

1p*

31 Mar 2025


2 Jan 2020

1,709,402

1p

1 Jan 2030






Neil Hawkings

24 May 2019

600,000

13.5p

23 May 2029


31 Aug 2019

18,061

1p*

31 Aug 2024


1 April 2020

9,994

1p*

31 Mar 2025






Esa Ikaheimonen

1 May 2019

600,000

12.75p

30 Apr 2029


31 Aug 2019

136,606

1p*

31 Aug 2024


1 April 2020

39,974

1p*

31 Mar 2025


1 April 2020

114,152

1p*

31 Mar 2025






Fiona MacAulay

1 May 2019

1,000,000

12.75p

30 Apr 2029






 

* This exercise price has been satisfied by the sacrifice of salary and these options are granted with no vesting conditions.

 

Note 1: Details of the vesting criteria for the option grants can be found in Independent Oil and Gas's announcements of 2 January 2020, 24 May 2019, 1 May 2019, and 27 July 2018.

 

 (c)  Convertible loan notes

 

Name

 

Issue date

Conversion

Price

Principal Amount Outstanding

Number of ordinary shares to be issued on full conversion

 

London Oil & Gas Limited (In Administration)

28 October 2019

 

 

 

19.00p

£11,600,000

60,872,631

 

(d)  Warrants

 

Name

 

Conversion

Price

Number of warrants held

Expiry Date

Date of Grant

London Oil & Gas Limited (In Administration)

8.00p

7,500,000

31-Dec-20

11 December 2015

London Oil & Gas Limited (In Administration)

11.90p

5,777,310

31-Dec-20

11 December 2015

London Oil & Gas Limited (In Administration)

32.18p

20,000,000

31-Aug-23

13 September 2018

 

 

 

 

 

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:

21 September 2020

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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