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Form 8 (OPD) Columbus Energy Resources PLC

22 Jun 2020 14:02

RNS Number : 6839Q
Columbus Energy Resources PLC
22 June 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:

Columbus Energy Resources 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

Columbus Energy Resources plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

19 June 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"

YES.

If YES, specify which:

 

 

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 0.05p

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0

Nil

0

(2) Cash-settled derivatives:

 

Nil

0

Nil

0

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

Nil

0

Nil

0

 

TOTAL:

Nil

0

Nil

0

 

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:

Nil

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

Nil

 

 

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) Interests of directors of Columbus Energy Resources plc in Columbus Energy Resources plc's ordinary shares of 0.05p each

Name

Number of ordinary shares of 0.05 pence each

Percentage of total issued share capital (%) (excluding any shares held under option)

Leo Koot

13,137,930

1.41

Gordon Stein

515,449

0.06

Anthony Hawkins

Nil

Nil

Michael Douglas

1,472,917

0.16

 

(b) Details of awards granted to the directors of Columbus Energy Resources plc outstanding

Name

Description of Award

Date of Grant

Number of ordinary shares of 0.05 pence each subject to outstanding awards

Exercise price (p)

Exercise period

Leo Koot

Option

1 January 2020 until 31 May 2020 (monthly grant at end of each month)

5,450,164

Nil

31 January 2020 - 31 May 2027

Option

21 August 2017

3,000,000

2.2 pence per share

21 August 2017 - 9 May 2022

Option

21 August 2017

3,000,000

4.0 pence per share (vesting at 8.0 pence per share)

Following vesting to 9 May 2022

Option

21 August 2017

3,000,000

6.0 pence per share (vesting at 12.0 pence per share)

Following vesting to 9 May 2022

Option

21 August 2017

3,000,000

8.0 pence per share (vesting at 16.0 pence per share)

Following vesting to 9 May 2022

Option

21 August 2017

3,000,000

10.0 pence per share (vesting at 20.0 pence per share)

Following vesting to 9 May 2022

Gordon Stein

Option

15 June 2018 until 31 May 2020 (monthly grant at end of each month)

11,173,897

Nil

15 June - 31 May 2027

Option

21 August 2017

2,000,000

2.2 pence per share

21 August 2017 - 14 June 2022

Option

21 August 2017

2,000,000

4.0 pence per share (vesting at 8.0 pence per share)

Following vesting to 14 June 2022

Option

21 August 2017

2,000,000

6.0 pence per share (vesting at 12.0 pence per share)

Following vesting to 14 June 2022

Option

21 August 2017

2,000,000

8.0 pence per share (vesting at 16.0 pence per share)

Following vesting to 14 June ay 2022

Option

21 August 2017

2,000,000

10.0 pence per share (vesting at 20.0 pence per share)

Following vesting to 14 June 2022

Anthony Hawkins

Option

1 January 2019 until 31 May 2020 (monthly grant at end of each month)

11,043,904

Nil

1 January 2019 - 31 May 2027

Option

1 January 2018

2,000,000

4.0 pence per share (vesting at 8.0 pence per share)

Following vesting to 31 December 2022

Option

1 January 2018

2,000,000

4.0 pence per share (vesting at 8.0 pence per share)

Following vesting to 31 December 2022

Option

1 January 2018

2,000,000

6.0 pence per share (vesting at 12.0 pence per share)

Following vesting to 31 December 2022

Option

1 January 2018

2,000,000

8.0 pence per share (vesting at 16.0 pence per share)

Following vesting to 31 December 2022

Option

1 January 2018

2,000,000

10.0 pence per share (vesting at 20.0 pence per share)

Following vesting to 31 December 2022

Michael Douglas

Option

1 December 2014

750,000

80.0 pence per share

31 December 2020

Option

21 August 2017

600,000

2.2 pence per share

21 August 2017 - 20 August 2022

Option

21 August 2017

600,000

4.0 pence per share (vesting at 8.0 pence per share)

Following vesting to 20 August 2022

Option

21 August 2017

600,000

6.0 pence per share (vesting at 12.0 pence per share)

Following vesting to 20 August 2022

Option

21 August 2017

600,000

8.0 pence per share (vesting at 16.0 pence per share)

Following vesting to 20 August 2022

Option

21 August 2017

600,000

10.0 pence per share (vesting at 20.0 pence per share)

Following vesting to 20 August 2022

Option

30 June 2018

600,000

5.0 pence per share (vesting at 8.0 pence per share)

Following vesting to 30 June 2023

Option

30 June 2018

600,000

6.0 pence per share (vesting at 12.0 pence per share)

Following vesting to 30 June 2023

Option

30 June 2018

600,000

8.0 pence per share (vesting at 16.0 pence per share)

Following vesting to 30 June 2023

Option

30 June 2018

600,000

10.0 pence per share (vesting at 20.0 pence per share)

Following vesting to 30 June 2023

Option

30 June 2018

600,000

12.0 pence per share (vesting at 24.0 pence per share)

Following vesting to 30 June 2023

 

(c) Interests in ordinary shares of Columbus Energy Resources plc held by concert parties of Columbus Energy Resources plc

 

Name

Number and position in respect of ordinary shares of 0.05 pence each

Percentage of total issued share capital

(%)

VSA Capital Ltd

710,323

0.07

Name

Description of Shares or Award

Date of Grant

Number of ordinary shares of 0.05 pence each subject to outstanding awards

Exercise price (p)

Exercise period

VSA Capital Ltd

Warrants

12 October 2017

2,460,000

6.5p

12 October 2020

 

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:

22 June 2020

Contact name:

Gordon Stein

Telephone number:

+44(0)20 7203 2039

 

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.

 

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.
 
END
 
 
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