26 Jun 2020 14:15
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser*: | a) Geoffrey Leid and Gelco Energy Inc b) Rex Caribbean Holding Limited c) West Indian Energy Holdings AS |
(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. | a) Geoffrey Leid b) Rex International Holding Limited (Listed company in Singapore); Rex International Investments Pte. Ltd. Rex International Holding Ltd (BVI) Rex Caribbean Holding Limited Security Services Nominees Limited c) Pareto Staur Energy AS (private equity fund) |
(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 ("Offeree") |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | |
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 26.6.2020 |
(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" | NO |
* All disclosers were Concert Parties who received Columbus shares as consideration for the sale of their shareholding in Steeldrum Oil Company Inc. on 8 October 2018.
2. POSITIONS OF THE PERSON 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 following the dealing (if any)
Class of relevant security:
| Ordinary shares of 0.05p | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Gelco Energy 8,648,759
Geoffrey Leid 2,281,580
Rex Caribbean Holding Limited 20,231,650
West Indian Energy Holdings AS 58,945,904
| 0.9
0.2
2.2
6.3 | Nil | |
(2) Cash-settled derivatives:
| Nil | Nil | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | 90,107,893 | 9.6 | 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).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | Ordinary shares of 0.05p |
Details, including nature of the rights concerned and relevant percentages: | a) As at 31 May 2020, Gelco Energy Inc is entitled to receive a further 4,353,191 ordinary shares of 0.05p as Executive Salary Options, representing 0.5% of the issued ordinary shares of 0.05p. The options are in lieu of payment of fees due to Gelco Energy Inc, accrue month to month provided the services are provided and have a nil cost exercise price.
Geoffrey Leid is party to a Share Purchase Agreement with the Offeree dated 12 July 2018 pursuant to which if certain terms and conditions are met, he would be entitled to deferred consideration, paid in ordinary shares of 0.05p of the Offeree, up to a maximum amount of 696,869 shares.
Gelco Energy Inc is party to a Share Purchase Agreement with the Offeree dated 12 July 2018 pursuant to which if certain terms and conditions are met, it would be entitled to deferred consideration, paid in ordinary shares of 0.05p of the Offeree, up to a maximum amount of 1,807,153 shares.
b) Rex Caribbean Holdings Ltd is party to a Share Purchase Agreement with the Offeree dated 12 July 2018 pursuant to which if certain terms and conditions are met, it would be entitled to deferred consideration, paid in ordinary shares of 0.05p of the Offeree, up to a maximum amount of 8,575,695 shares.
c) West Indian Energy Holdings AS is party to a Share Purchase Agreement with the Offeree dated 12 July 2018 pursuant to which if certain terms and conditions are met, it would be entitled to deferred consideration, paid in ordinary shares of 0.05p of the Offeree, up to a maximum amount of 19,118,222 shares. |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
|
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
|
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
|
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 person making the disclosure 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
Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 26.06.2020 |
| Contact name: | a) Geoffrey Leid b) Kristofer Skantze c) Ola Lyngstad
|
| Telephone number*: | a) +44(0)20 7203 2039 b) +65 6557 2477 c) +47 22 87 87 00
|
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.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.