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Form 8 (OPD) Eland Oil & Gas PLC

29 Oct 2019 08:41

RNS Number : 4473R
Eland Oil & Gas PLC
29 October 2019
 

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:

Eland Oil & Gas 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.

N/A

(c) Name of offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Eland Oil & Gas PLC

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

28 October 2019

(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

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:

Nil

Nil

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:

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 held by directors of Eland Oil & Gas PLC and their close relatives:

 

Name

Number of ordinary shares

Russell Harvey

42,888

George Maxwell

399,869

Ron Bain

17,500

Grégory Stoupnitzky

25,000

Julie Maxwell

104,400

Nicholas Maxwell

15,000

Andrew Maxwell

15,000

Cameron Maxwell

15,000

 

Further, Henry Turcan holds 489,368 derivatives of shares in Eland Oil & Gas PLC

 

(b) Options held by directors of Eland Oil & Gas PLC:

 

Name

Description of share option scheme

Number of ordinary shares under option

Date of grant

Exercise period

Exercise price

Russell Harvey

Eland 2012 NESOP

500,000

05/01/2016

04/01/2019 to 01/01/2026

£0.29

George Maxwell

Eland 2012 SOP

700,815

02/09/2012

02/09/2014 to 02/09/2022

£1.00

George Maxwell

Eland 2012 SOP

500,000

05/01/2016

04/01/2019 to 01/01/2026

£0.29

George Maxwell

Eland 2017 LTIP

2,800,000

17/07/2017

17/07/2020 to 17/07/2027

£0.10

George Maxwell

Eland 2017 LTIP

450,000

25/05/2018

25/05/2021 to 25/05/2028

£0.10

George Maxwell

Eland 2017 LTIP

360,000

01/08/2019

31/07/2022 to 31/07/2029

£0.10

Ron Bain

Eland 2017 LTIP

1,200,000

17/07/2017

17/07/2020 to 17/07/2027

£0.10

Ron Bain

Eland 2017 LTIP

250,000

25/05/2018

25/05/2021 to 25/05/2028

£0.10

Ron Bain

Eland 2017 LTIP

180,000

01/08/2019

31/07/2022 to 31/09/2029

£0.10

 

 

(c) Interests held by other persons presumed to be acting in concert with Eland Oil & Gas PLC:

 

Name

Number and type of ordinary shares

Helios Natural Resources Ltd

62,669,943

 

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:

29 October 2019

Contact name:

Ron Bain

Telephone number:

01224 737307

 

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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