3 Oct 2013 13:33
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")
It has not been practicable for Falkland Oil and Gas Limited ("FOGL") to make enquiries of all its concert parties in advance of releasing this opening position disclosure.
Therefore this disclosure may not include all the relevant details in respect of FOGL's concert parties. FOGL confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code will be made as soon as possible, if required.
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: |
Falkland Oil and Gas Limited ("FOGL")
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
FOGL, being the offeror |
(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEROR
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(e) Date position held: |
3 October 2013
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
Yes - Desire Petroleum plc
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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:
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Ordinary Shares of 0.002p in the share capital of FOGL
| |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0 | 0 | 0 |
(2) Derivatives (other than options): | 0 | 0 | 0 | 0 |
(3) Options and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 0 | 0 | 0 | 0 |
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: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
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): |
N/A
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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:
1. Directors' shareholdings in FOGL
Shareholder | Number of FOGL Shares | % of FOGL Shares |
Richard Liddell | 125,000 | 0.039 |
Timothy Bushell | 160,000 | 0.05 |
Colin More | 80,000 | 0.025 |
David Hudd | 150,000 | 0.047 |
Timothy Jones | 205,185 | 0.064 |
2. Directors' option holdings
FOGL LTIP
Name | No of Shares under LTIP | Date of Grant | Exercise Price (pence) | Existing Option Exercise Period |
Colin More | 122,570 | 19 October 2009 | 0.002 | 19 December 2012 to 18 December 2019 |
Colin More | 173,077 | 20 December 2010 | 104 | 20 December 2013 to 19December 2020 |
Colin More | 86,538 | 20 December 2010 | 0.002 | 20 December 2013 to 19 December 2020 |
Colin More | 257,143 | 30 December 2011 | 70 | 30 December 2014 to 29 December 2021 |
Colin More | 176.471 | 30 December 2011 | 0.002 | 30 December 2014 to 29 December 2021 |
Colin More | 668,571 | 31 December 2012 | 28 | 31 December 2015 to 30 December 2022 |
Colin More | 334,286 | 31 December 2012 | 0.002 | 31 December 2015 to 30 December 2022 |
Tim Bushell | 171,746 | 19 October 2009 | 0.002 | 19 December 2012 to 18 December 2019 |
Tim Bushell | 96,154 | 20 December 2010 | 0.002 | 20 December 2013 to 19 December 2020 |
Tim Bushell | 192,308 | 20 December 2010 | 104 | 20 December 2013 to 19 December 2020 |
Tim Bushell | 196,078 | 30 December 2011 | 0.002 | 30 December 2014 to 29 December 2021 |
Tim Bushell | 285,714 | 30 December 2011 | 70 | 30 December 2014 to 29 December 2021 |
FOGL Share Option Scheme
Name | No of Shares under Option | Date of Grant | Exercise Price (pence) | Existing Option Exercise Period |
Richard Liddell | 39,367 | 24 March 2005 | 127 | 24 March 2006 to 23 March 2012 |
Richard Liddell | 39,367 | 24 March 2005 | 127 | 24 March 2006 to 23 March 2012 |
Richard Liddell | 39,366 | 24 March 2005 | 127 | 24 March 2006 to 23 March 2012 |
Richard Liddell | 240,000 | 30 December 2011 | 70 | 30 December 2014 to 29 December 2021 |
Timothy Bushell | 194,595 | 27 December 2006 | 92.5 | 27 December 2009 to 26 December 2013 |
Timothy Bushell | 43,028 | 14 April 2008 | 125.5 | 14 April 2011 to 13 April 2015 |
Timothy Bushell | 544,231 | 20 December 2010 | 104 | 20 December 2013 to 19 December 2020 |
Timothy Bushell | 620,000 | 30 December 2011 | 70 | 30 December 2014 to 29 December 2021 |
David Hudd | 225,000 | 13 October 2004 | 40 | 13 October 2005 to 12 October 2011 |
David Hudd | 225,000 | 13 October 2004 | 60 | 13 October 2005 to 12 October 2011 |
David Hudd | 120,000 | 30 December 2011 | 70 | 30 December 2014 to 29 December 2021 |
Tim Jones | 150,000 | 13 October 2004 | 40 | 13 October 2005 to 12 October 2011 |
Tim Jones | 150,000 | 13 October 2004 | 60 | 13 October 2005 to 12 October 2011 |
Tim Jones | 120,000 | 30 December 2011 | 70 | 30 December 2014 to 29 December 2021 |
Colin More | 50,352 | 5 October 2007 | 142 | 5 October 2010 to 4 October 2014 |
Colin More | 119,835 | 19 October 2009 | 121 | 19 October 2012 to 18 October 2016 |
Colin More | 484,135 | 20 December 2010 | 104 | 20 December 2013 to 19 December 2020 |
Colin More | 565,714 | 30 December 2011 | 70 | 30 December 2014 to 29 December 2021 |
It has not been practicable for FOGL to make enquiries of all its concert parties in advance of releasing this opening position disclosure.
Therefore this disclosure may not include all the relevant details in respect of FOGL's concert parties. FOGL confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code will be made as soon as possible, if required.
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: If there are no such agreements, arrangements or understandings, state "none" |
None
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(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: |
3 October 2013 |
| Contact name: |
Mark Rushton, RBC |
| Telephone number: | +44 (0)20 7653 4980 |
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.