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Form 8 (OPD) - Earthport plc

3 Jan 2019 15:05

RNS Number : 1600M
Earthport PLC
03 January 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:

EARTHPORT PLC ("Earthport")

(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

Earthport

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

2 January 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:

 

Ordinary shares of 10 pence each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

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

Nil

-

Nil

-

 

TOTAL:

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:

N/A

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

N/A

 

 

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:

 

The directors of Earthport plc (the "Company") have the following interests in the Company:

 

Name

No. of ordinary shares held

% of ordinary issued share capital

Sunil Sabharwal

727,000

0.12%

Terence John Williams

4,488,312

0.72%

 

The directors of the Company have the following rights to subscribe for the following relevant Company securities:

 

Name

Plan

Date of grant

Options price (pence)

Expiry date

No. of options outstanding

Amanda Jo Mesler

2016 LTIP

 

 

2016 LTIP

21 May 2018 for 4 million

 

Day of announcement

n/a

 

 

n/a

21 May 2028

 

 

10th anniversary of day of announcement

4,000,000

 

 

4,500,000

Alexander Filshie

2016 LTIP

Day of announcement

n/a

10th anniversary of day of announcement

1,000,000

Vinode Bhesham Ramgopal

2011 Employee Option Plan

 

2012 Employee Option Plan

 

2013 Employee Option Plan

 

2014 Employee Option Plan

2011

 

 

 

2012

 

 

 

2013

 

 

 

2014

25p

 

 

 

25p

 

 

 

25p

 

 

 

32.75p

11 Jan 2021

 

 

 

12 Jan 2022

 

 

 

28 Jan 2023

 

 

 

3 Mar 2024

200,000

 

 

 

200,000

 

 

 

200,000

 

 

 

200,000

 

Terence John Williams

2011 Employee Option Plan

 

2012 Employee Option Plan

 

2013 Employee Option Plan

 

2014 Employee Option Plan

2011

 

 

 

2012

 

 

 

2013

 

 

 

2014

25p

 

 

 

25p

 

 

 

25p

 

 

 

32.75p

11 Jan 2021

 

 

 

12 Jan 2022

 

 

 

28 Jan 2023

 

 

 

3 Mar 2024

200,000

 

 

 

200,000

 

 

 

200,000

 

 

 

200,000

 

 

 

 

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:

3 January 2019

Contact name:

ALEXANDER FILSHIE

Telephone number:

+44 20 7220 9708

 

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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