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Form 8 (OPD) Artilium Plc

8 Jun 2018 11:00

RNS Number : 7838Q
Artilium PLC
08 June 2018
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FORM 8 (OPD)

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PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

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1. KEY INFORMATION

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(a) Full name of discloser:

ARTILIUM PLC

LEI: 213800X6UCF8CDIZOX98

(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

OFFEREE - ARTILIUM PLC

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

7 June 2018

(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:

PARETEUM CORPORATION (OFFEROR)

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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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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.

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(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

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Class of relevant security:

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Ordinary shares of 5 pence

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Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

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Nil

-

Nil

-

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

Nil

-

Nil

-

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TOTAL:

Nil

-

Nil

-

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All interests and all short positions should be disclosed.

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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 FormΒ 8 (Open Positions).

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Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

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(b) Rights to subscribe for new securities

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Class of relevant security in relation to which subscription right exists:

None

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

None

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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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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) Interests held by directors of Artilium plc and their close relatives and related trusts

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Director

Number of ordinary shares held

Percentage of total issued share capital (to 3 d.p.)

Gerard Dorenbos*

63,929,687

18.014

Jan Paul Menke**

6,936,897

1.955

Bart Weijermars***

2,423,633

0.683

Rupert Hutton

256,410

0.072

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* Total number of ordinary shares held by Gerard Dorenbos comprises:

Β· 4,100,000 ordinary shares legally held by HSBC Global Custody Nominee UK Limited (Gerard Dorenbos is the beneficial owner of the ordinary shares);

Β· 497,227 ordinary shares legally held by Securities Services Nominees Limited (Gerard Dorenbos is the beneficial owner of the ordinary shares); and

Β· 59,332,460 ordinary shares legally held by Securities Services Nominees Limited (CHO Asset Investments B.V. is the beneficial owner - Gerard Dorenbos is the beneficial owner of CHO Asset Investments B.V.)

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** Total number of ordinary shares held by Jan Paul Menke comprises:

Β· 4,259,401 ordinary shares legally held by Lynchwood Nominees Limited (Hoving & Partners Sa is the beneficial owner - Jan Paul Menke is the majority owner of Hoving & Partners Sa);

Β· 156,330 ordinary shares legally held by Aurora Nominees Limited (Hoving & Partners Sa is the beneficial owner - Jan Paul Menke is the majority owner of Hoving & Partners Sa); and

Β· 2,521,166 ordinary shares legally held by Lynchwood Nominees Limited (Jan Paul Menke is the beneficial owner of the ordinary shares)

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*** Total number of ordinary shares held by Bart Weijermars comprises:

Β· 1,560,000 ordinary shares legally held by Securities Services Nominees Limited (Grootzande Participaties BV is the beneficial owner - Grootzande Participaties BV is wholly-owned by Grootzande Beheer BV. Bart Weijermars is the beneficial owner of Grootzande Beheer BV); and

Β· 863,633 ordinary shares legally held by Securities Services Nominees Limited (Bart Weijermars is the beneficial owner of the ordinary shares)

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(b) Adviser right to receive shares in Artilium plc pursuant to the terms of engagement

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Pursuant to the terms of engagement between finnCap Limited (finnCap) and Artilium plc (pursuant to which finnCap advises Artilium plc in connection with the offer), Artilium plc will issue to finnCap on the day of the hearing of the court to sanction the scheme of arrangement relating to the offer (but conditional on the grant of the order of the court sanctioning the scheme) 767,297 ordinary shares in Artilium plc.

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(c) Shares held on behalf of Artilium plc employee benefit trust (EBT)

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The EBT holds 1,666,667 shares in Artilium plc. These represents shares that were not issued to holders of awards under historic Artilium plc group employee share schemes.*

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\* The EBT acquired 3,000,000 Series 2 warrants in December 2006. These warrants were then exercised at a price of 75p and converted into ordinary 5p shares by the EBT. 1,333,333 of these shares were transferred to a beneficiary in November 2008. Since then, the EBT has not transferred any further shares and all outstanding options have lapsed.

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(d) Right of directors of Artilium plc to receive remuneration in shares

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Subject to completion of the offer, Gerard Dorenbos has the right to receive up to 86,851 ordinary shares in consideration for services provided by him as a director.

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Subject to completion of the offer, Jan Paul Menke has the right to receive up to 302,628 ordinary shares in consideration for services provided by him as a director.

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(e) Option of Bart Weijermars

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Grootzande Management BV, a wholly-owned subsidiary of Grootzande Beheer BV (in respect of which Bart Weijermars is a director and the sole shareholder), holds an outstanding option over 18,666,087 ordinary shares, which option would ordinarily vest and become exercisable in three equal annual tranches subject to certain performance conditions being met.

Β 

Should the offer complete, the option will vest and be exercisable in full.

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(f) Option of Rupert Hutton

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Rupert Hutton holds an outstanding option over 5,490,027 ordinary shares with an exercise price of 5p per share, which option would ordinarily vest and become exercisable in three equal annual tranches subject to his continued employment with Artilium plc and certain performance conditions being met.

Β 

Rupert Hutton has also been granted a nil cost option to acquire ordinary shares on a change of control of Artilium plc with such ordinary shares having a market value of Β£25,000 as at the date of the change of control

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Should the offer complete:

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Β· the 5p option will be exercisable to the extent it has vested and, to the extent it is not already vested, it may vest on such terms and for such period as determined by the board of directors of Artilium plc at its absolute discretion;

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Β· in respect of the nil-cost option, the board of directors of Artilium plc may determine how and when the nil-cost option may be satisfied, whether by way of cash bonus in lieu of Shares or in such other form as Artilium plc may determine.

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Β 

Β 

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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).

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Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

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4. OTHER INFORMATION

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(a) Indemnity and other dealing arrangements

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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"

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None.

Β 

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(b) Agreements, arrangements or understandings relating to options or derivatives

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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"

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None.

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(c) Attachments

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Are any Supplemental Forms attached?

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Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

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Date of disclosure:

8 June 2018

Contact name:

Jan Cant

Telephone number:

+32 496307303

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Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

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The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

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

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This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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END
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