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28 Apr 2016 07:00
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: | Energy Assets Group 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 | Energy Assets Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 27 April 2016 |
(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
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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:
| Energy Assets Group plc ordinary shares of 1p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0.00 | Nil | 0.00 |
(2) Cash-settled derivatives:
| Nil | 0.00 | Nil | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0.00 | Nil | 0.00 |
TOTAL: | Nil | 0.00 | Nil | 0.00 |
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: | None |
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: |
3(a) Director holdings of ordinary shares of 1p each in Energy Assets Group plc
Director | Number of Energy Assets Group plc shares | Percentage of existing issued shares |
Dr Christopher Masters | 30,000 | 0.107% |
Philip Bellamy-Lee | 10,125 | 0.036% |
David Russell Gibson | 10,108 | 0.036% |
John McMorrow | 3,000 | 0.011% |
David MacFarlane | 7,000 | 0.025% |
David Goldie | 29,000 | 0.104% |
Matthew Booth | 18,000* | 0.064% |
* These Energy Assets Shares are held by a family trust of which Matthew Booth is one of a number of beneficiaries, Matthew Booth is neither a settlor of the family trust nor is he a trustee of that trust
3(b) Director share options and share awards granted under the Energy Assets Share Incentive Plan
Philip Bellamy-Lee | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
25/06/2012 | 1,564 | Nil |
16/07/2015 | 184 | Nil |
David Russell Gibson | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
25/06/2012 | 1,564 | Nil |
16/07/2015 | 184 | Nil |
John McMorrow | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
25/06/2012 | 1,564 | Nil |
16/07/2015 | 184 | Nil |
Director share options and share awards granted under the Energy Assets Long Term Incentive (Approved Share Option) Plan
Philip Bellamy-Lee | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
23/03/2012 | 5,060 | 198 |
11/02/2014 | 6,091 | 328 |
David Russell Gibson | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
23/03/2012 | 5,060 | 198 |
11/02/2014 | 6,091 | 328 |
John McMorrow | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
23/03/2012 | 5,060 | 198 |
11/02/2014 | 6,091 | 328 |
Director share options and share awards granted under the Energy Assets Long Term Incentive (Non-approved Share Option) Plan
Philip Bellamy-Lee | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
23/03/2012 | 106,261 | Nil |
11/02/2014 | 100,610 | Nil |
11/09/2014 | 96,128 | Nil |
29/07/2015 | 79,066 | Nil |
David Russell Gibson | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
23/03/2012 | 88,551 | Nil |
11/02/2014 | 80,030 | Nil |
11/09/2014 | 72,824 | Nil |
29/07/2015 | 61,033 | Nil |
John McMorrow | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
23/03/2012 | 60,721 | Nil |
11/02/2014 | 54,878 | Nil |
11/09/2014 | 54,618 | Nil |
29/07/2015 | 48,549 | Nil |
Director share options and share awards granted under the Energy Assets Deferred Bonus Plan
Philip Bellamy-Lee | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
29/07/2015 | 14,933 | Nil |
David Russell Gibson | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
29/07/2015 | 11,313 | Nil |
John McMorrow | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
29/07/2015 | 8,485 | Nil |
3(c) Holdings of ordinary shares of 1p each in Energy Assets Group plc of persons acting in concert with Energy Assets Group plc
Person acting in concert | Number of Energy Assets Group plc shares | Percentage of existing issued shares |
Stephen Rodger Booth (father of Matthew Booth) | 22,958 | 0.082% |
Ruth Mary Booth (mother of Matthew Booth) | 3,093 | 0.011% |
Alexander Henry Spencer Booth (brother of Matthew Booth) | 4,773 | 0.017% |
Claire Louise Spencer Booth (sister of Matthew Booth) | 9,815 | 0.035% |
3(d) Share options and share awards granted to persons acting in concert with Energy Assets Group plc
Share options granted under the Energy Assets Employee Retention Award Plan
Vickie Gibson | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
14/02/2014 | 6,015 | Nil |
Share options granted under the Energy Assets Deferred Bonus Plan
Vickie Gibson | ||
Date of grant | Number of Energy Assets Shares | Exercise Price (per Energy Assets Share) (p) |
29/07/2015 | 2,358 | Nil |
3(e) Details of share options and share awards granted under the Energy Assets share plans
Conditional upon the court sanction of the scheme of arrangement dated 26 April 2016 and as contained in the scheme circular of Energy Assets Group plc dated 26 April 2016 (the "Scheme"), all of the share options set out above will vest upon the court sanction of the Scheme to the extent they have not already vested. The awards under the Energy Assets Deferred Bonus Plan are already exercisable.
However, of this number (1) 18,273 of the Energy Assets Shares subject to options granted under the Energy Assets Long Term Incentive (Approved Share Option) Plan will not become exercisable and instead Energy Assets Shares will be delivered and will be exercisable under an award granted on the same day as the original option under the non-approved Energy Assets Long Term Incentive Plan which is ''linked'' to the award granted under the Energy Assets Long Term Incentive (Approved Share Option) Plan and (2) 10,791 of the Energy Assets Shares subject to options granted under the non-approved Energy Assets Long Term Incentive Plan at an exercise price of nil will not become exercisable and instead 15,180 Energy Assets Shares will be delivered and will be exercisable under an award granted at an exercise price of £1.98 per Energy Assets Share on the same day as the option granted under the Energy Assets Long Term Incentive (Approved Share Option) Plan which is ''linked'' to the award granted under the non-approved Energy Assets Long Term Incentive Plan. This means 1,085,330 shares under award will be released as a result of the recommended cash acquisition by Euston BidCo Limited of the issued and to be issued share capital of Energy Assets Group plc to be effected by means of the Scheme.
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
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 28 April 2016 |
| Contact name: | John McMorrow |
| Telephone number: | 01506 405 405 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 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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