Form 8 (OPD) - Lansdowne Oil & Gas plc

RNS Number : 7619K

Lansdowne Oil & Gas plc

20 April 2015

 



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:	Lansdowne Oil & 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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Lansdowne Oil & Gas plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	20 April 2015
(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"	NO

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

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:

1.   Beneficial holdings of directors of Lansdowne Oil & Gas plc in its ordinary shares: Name                                       Number of ordinary shares                % of ordinary share capital John Greenall                                                               85,380                                                       0.05% Steven Lampe                                                       45,356,746                                                     28.12% Viscount Torrington                                             2,105,880                                                       1.31% John Aldersey-Williams                                          240,000                                                       0.15% Stephen Boldy                                                        252,660*                                                       0.16% 2.   Options held by directors of Lansdowne Oil & Gas plc: Name                                             Number of options                  Exercise price                       Expiry date John Greenall                                                     50,000                                   36.5p                      31 May 2022                                                                      100,000                                      25p                      19 May 2021 Steven Lampe                                                    50,000                                   36.5p                      31 May 2022 Viscount Torrington                                         50,000                                   36.5p                      31 May 2022                                                                            100,000                                      25p                      19 May 2021 Stephen Boldy                                                 600,000                                   36.5p                      31 May 2022                                                                         1,000,000                                      25p                      19 May 2021 *    In addition, Stephen Boldy is contractually bound to subscribe an amount receivable by way of a bonus, net of income tax, in respect of the Midleton farm out, for new Ordinary Shares of Lansdowne. Such subscription will be effected once the company has concluded its strategic review and the number of shares to be issued will depend on the final quantum of the bonus due and the average share price at the time of subscription. The likely quantum of the bonus is in the order of £70,000.

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:	20 April 2015
Contact name:	Con Casey
Telephone number:	[phone]

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 [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

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

 

END

 

 

FEEMMGZDVGDGKZM