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21 Jul 2014 13:41
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) Identity of the party to the offer making the disclosure: | Empyrean Energy 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 | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Empyrean Energy PLC |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeree |
(e) Date position held: | 21 July 2014 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(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 0.2 pence | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
(2) Derivatives (other than options): | Nil | - | Nil | - |
(3) Options and agreements to purchase/sell: | Nil | - | Nil | - |
TOTAL: | Nil | - | Nil | - |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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: | - |
Details, including nature of the rights concerned and relevant percentages: | - |
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.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
-
|
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 of any person acting in concert with the party to the offer making the disclosure: | |||||||||
a | Beneficial holdings of directors of Empyrean Energy PLC in its ordinary shares | ||||||||
Name | Number of Ordinary Shares | % of issued share capital | |||||||
Dr Patrick Cross | 340,000 | 0.15% | |||||||
Tom Kelly | 20,881,563 | 9.43% | |||||||
Frank Brophy | 2,233,333 | 1.01% | |||||||
John Laycock | 900,000 | 0.41% | |||||||
Total | |||||||||
b | Options and awards held by directors of Empyrean Energy PLC in its ordinary shares | ||||||||
Name | Number of Options | Exercise Price | Expiry date | ||||||
Dr Patrick Cross | 650,000 | £0.08 | Four months after the publication of the Company's Annual Report & Accounts for the period to 31 March 2014 | ||||||
750,000 | £0.08 | 2 March 2015 | |||||||
Tom Kelly | 6,000,000 | £0.08 | Four months after the publication of the Company's Annual Report & Accounts for the period to 31 March 2014 | ||||||
7,500,000 | £0.08 | 2 March 2015 | |||||||
Frank Brophy | 4,000,000 | £0.08 | Four months after the publication of the Company's Annual Report & Accounts for the period to 31 March 2014 | ||||||
5,000,000 | £0.08 | 2 March 2015 | |||||||
John Laycock | 450,000 | £0.08 | Four months after the publication of the Company's Annual Report & Accounts for the period to 31 March 2014 | ||||||
750,000 | £0.08 | 2 March 2015 | |||||||
c | Interests of advisers to Empyrean Energy PLC in its ordinary shares | ||||||||
As announced on 18 April 2012, the Company granted options in respect of its ordinary shares to Macquarie Bank Limited as follows: | |||||||||
Name | Number of Options | Exercise Price | Expiry | ||||||
Macquarie Bank Limited | 15,000,000 | £0.08 | 19 July 2016 | ||||||
Macquarie Bank Limited | 15,000,000 | £0.10 | 19 July 2016 | ||||||
Macquarie Bank Limited | 15,000,000 | £0.12 | 25 March 2017 | ||||||
Macquarie Capital, financial adviser to Empyrean Energy plc, and Macquarie Bank Limited are members of Macquarie Group | |||||||||
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 3 for each additional class of relevant security.
Details of any open derivative or option positions, 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: |
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: |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO
|
Supplemental Form 8 (SBL) | NO
|
| Date of disclosure: | 21 July 2014
|
| Contact name: | Elizabeth Hunt Company Secretary & Financial Controller
|
| Telephone number: | +61 (08) 9481 0389
|
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 dealing 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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