Form 8.3 - Serica Energy PLC

RNS Number : 6365T
Serica Energy PLC
25 July 2022
 

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:

Serica Energy 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

Serica Energy plc

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

OFFEREE

(e) Date position held:

  The latest practicable date prior to the disclosure

25 July 2022

(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

If YES, specify which: Kistos plc (Offeror)

 

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:

 

Serica Energy plc ordinary shares of 10p each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

N/A

-

N/A

-

(2) Cash-settled derivatives:

 

N/A

-

N/A

-

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

N/A

-

N/A

-

 

  TOTAL:

N/A

-

N/A

-

 

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:

The directors of Serica Energy plc have the following interests in Serica Energy plc ordinary shares:

 

(a) Interests in Serica Energy plc shares held by the directors of Serica Energy plc and their close persons and related trusts:

 

Director

Role

Number of ordinary shares

Percentage of total issued share capital (3 decimal places)

Antony Craven Walker

Chairman

7,357,694

2.575

Mitch Flegg

CEO

184,445

0.065

Andrew Bell

CFO

18,709

0.007

Malcolm Webb

Director

64,506

0.023

Total

-

7,625,354

2.669

 

(b) Serica 2005 Option Plan

 

Director

Role

Date of grant

Exercise price

Number of ordinary shares over which rights have been granted and are outstanding

Vesting period

Antony Craven Walker

Chairman

29 June 2015

12p

1,000,000

3 years from date of grant

29 June 2015

18p

1,000,000

3 years from date of grant

29 June 2015

24p

500,000

3 years from date of grant

Total




2,500,000*


Note: 2,710,544 including dividend accruals.

 

 

(c) Long Term Incentive Plan - Deferred Share Bonus Awards

 

Director

Role

Date of grant

Exercise price

Total number of shares granted subject to Deferred Bonus Share Awards

Total including dividend accruals

Exercise Period

Antony Craven Walker

Chairman

30 November 2017

Nil

225,000

243,948

Up to 5th anniversary of date of grant

Mitch Flegg

CEO

30 November 2017

Nil

225,000

243,948

Up to 5th anniversary of date of grant

Andrew Bell

CFO

30 November 2017

Nil

138,000

149,622

Up to 5th anniversary of date of grant

 

(d) Performance Share Awards

 

Director

Role

Date of grant

Exercise price

Total number of shares granted subject to Performance Share Awards

Total including dividend accruals

Exercise Period

Antony Craven Walker

Chairman

25 May 2018

Nil

1,500,000

1,626,326

See Note 1



1 March 2019

Nil

411,067

445,686

See Note 2



18 May 2020

Nil

386,100

418,616

See Note 2



17 May 2021

Nil

587,349

621,907

See Note 3



16 May 2022

Nil

138,300

142,667

See Note 4

Mitch Flegg

CEO

25 May 2018

Nil

1,500,000

1,626,326

See Note 1



5 March 2019

Nil

411,067

445,686

See Note 2



18 May 2020

Nil

386,100

418,616

See Note 2



17 May 2021

Nil

587,349

621,907

See Note 3



16 May 2022

Nil

147,615

152,277

See Note 4

Andrew Bell

CFO

25 May 2018

Nil

800,000

867,373

See Note 1



5 March 2019

Nil

234,308

254,040

See Note 2



18 May 2020

Nil

224,478

243,382

See Note 2



17 May 2021

Nil

306,210

324,226

See Note 3



16 May 2022

Nil

92,576

95,499

See Note 4

 

*Note 1 : Up to 10th anniversary of date of grant.

 

*Note 2 : Subject to vesting criteria based on absolute share price performance over a three year period.

*Note 3 : Subject to vesting criteria based on absolute share price performance over a three year period (75%) and on reductions in carbon intensity of production from the BKR assets (25%).

 

Note 4 : Subject to vesting criteria based on absolute share price performance over a three year period and specific performance targets related to carbon emissions from operations over the same period. For the awards to vest in full, a 100% increase in average share price must be maintained for at least a six-month period together with a significant decrease in carbon emissions per barrel of oil equivalent produced.

 

 

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"

 

N/A

 

 

(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"

 

N/A

 

 

(c)  Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

 

Contact name:

Mitch Flegg, CEO

Telephone number:

+44 (0) 20 7390 0230

 

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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