Form 8 (OPD) Elementis plc
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: |
Elementis plc ("Elementis") |
|
(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 |
Elementis |
|
(d) Is the discloser the offeror or the offeree? |
OFFEREE |
|
(e) Date position held: The latest practicable date prior to the disclosure |
25 November 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" |
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: |
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) Ordinary shares in Elementis held by Elementis Directors
The issued share capital as at 25 November 2020 is 580,801,241.
|
Concert Party |
Number of ordinary shares in Elementis |
Percentage of existing issued ordinary share capital in Elementis (per cent) (1) |
|
Andrew Duff
|
113,500 |
0.01954% |
|
Dorothee Deuring
|
26,250 |
0.00452% |
|
Steve Good
|
62,500 |
0.01076% |
|
Ralph Hewins
|
59,193 |
0.01019% |
|
Anne Hyland
|
22,153 |
0.00381% |
|
John O'Higgins
|
NIL |
NIL |
|
Christine Soden
|
NIL |
NIL |
|
Paul Waterman
|
713,843 |
0.12291% |
(1) Rounded to 5 decimal places
(b) Deferred share awards held by Elementis Executive Directors
Deferred shares may be awarded to Elementis Executive Directors as part of their annual bonus. Any bonus due above 50% of the individual's maximum bonus entitlement is awarded as deferred shares, which vest after two years unless the individual ceases employment prior to the second anniversary of the award and qualifies as a good leaver. Please see the Directors' Remuneration Report on pages 79 to 95 of Elementis' 2019 Annual Report and Accounts for further details.
(i) Deferred share awards held by Paul Waterman
|
Award Date |
Vesting Date (subject to employment conditions) |
Subscription Price (£) |
Outstanding |
|
06.03.2019
|
06.03.2021 |
£0.00 |
110,378 |
|
05.03.2020
|
05.03.2022 |
£0.00 |
188,130 |
(ii) Deferred share awards held by Ralph Hewins
|
Award Date |
Vesting Date (subject to employment conditions) |
Subscription Price (£) |
Outstanding |
|
07.03.2017
|
08.03.2019 |
£0.00 |
7,140 |
|
07.03.2017
|
08.03.2020 |
£0.00 |
17,458 |
|
05.03.2018
|
05.03.2020 |
£0.00 |
73,123 |
|
06.03.2019
|
06.03.2021 |
£0.00 |
48,865 |
|
05.03.2020
|
05.03.2022 |
£0.00 |
76,266 |
(c) Long Term Incentive Plan ("LTIP") awards held by Elementis Executive Directors
LTIP awards are granted to Elementis Executive Directors on an annual basis and vest over a period of three years subject to continued service and the achievement of a number of key performance measures. Performance for 2017, 2018 and 2019 LTIPs is measured based on a 50/50 split of earnings per share growth and total shareholder return against a comparator group. Performance for 2020 LTIPs is measured based on a 1/3 split of earnings per share growth and total shareholder return against a comparator group and cash conversion. Please see the Directors' Remuneration Report on pages 79 to 95 of Elementis' 2019 Annual Report and Accounts for further details.
(i) LTIP awards held by Paul Waterman
|
Award Date |
Vesting Date (subject to performance and employment conditions) |
Subscription Price (£) |
Outstanding |
|
30.04.2018
|
30.04.2021 |
£0.00 |
483,127 |
|
01.04.2019
|
01.04.2022 |
£0.00 |
849,282 |
|
07.04.2020
|
07.04.2023 |
£0.00 |
2,037,577 |
(ii) LTIP awards held by Ralph Hewins
|
Award Date |
Vesting Date (subject to performance and employment conditions) |
Subscription Price (£) |
Outstanding |
|
07.03.2017
|
07.03.2017 |
£0.00 |
92,262 |
|
30.04.2018
|
30.04.2021 |
£0.00 |
229,983 |
|
01.04.2019
|
01.04.2022 |
£0.00 |
381,469 |
|
07.04.2020
|
07.04.2023 |
£0.00 |
862,469 |
(d) Save as you earn ("SAYE") awards held by Elementis Executive Directors
This is a savings based share option scheme that is not subject to performance conditions.
(i) SAYE awards held by Paul Waterman
|
Award Date |
Vesting Date (subject to performance and employment conditions) |
Subscription Price (£) |
Outstanding |
|
15.09.2020
|
15.05.2022 |
£0.6311 |
59,188 |
(ii) SAYE awards held by Ralph Hewins
|
Award Date |
Vesting Date (subject to performance and employment conditions) |
Subscription Price (£) |
Outstanding |
|
27.11.2018
|
27.11.2021 |
£1.6391 |
10,981 |
BUCK TRUSTEES (GUERNSEY) LIMITED
|
Class of relevant security: |
Ordinary shares in Elementis |
|||
|
|
Interests |
Short Positions |
||
|
Name |
Number |
% |
Number |
% |
|
(1) Relevant securities owned and/or controlled:
|
621,236 |
0.10696% |
NIL |
NIL |
|
(2) Cash-settled derivatives:
|
NIL |
NIL |
NIL |
NIL |
|
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
NIL |
NIL |
NIL |
NIL |
|
TOTAL: |
621,236 |
0.10696% |
NIL |
NIL |
(1) Rounded to 5 decimal places
(e) Interests and short positions of Elementis' advisers in ordinary shares in Elementis
J.P. MORGAN CHASE BANK (CUSTODY)
|
Class of relevant security: |
Ordinary shares in Elementis |
|||
|
|
Interests |
Short positions |
||
|
Name |
Number |
% |
Number |
% |
|
(1) Relevant securities owned and/or controlled: |
2 |
0.00000(1) |
NIL |
NIL |
|
(2) Cash-settled derivatives:
|
NIL |
NIL |
NIL |
NIL |
|
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
NIL |
NIL |
NIL |
NIL |
|
|
2 |
0.00000(1) |
NIL |
NIL |
(1) Rounded to 5 decimal places.
No interests, short positions or rights to subscribe are held by Elementis plc's connected advisers Rothschild & Co or Numis Securities Limited, or the persons affiliated with them, who are not exempt principal traders for the purposes of the Rule 8 of the Code.
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: |
25 November 2020 |
Contact name: |
Laura Higgins Group Company Secretary
|
Telephone number: |
020 7067 2999 |
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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