31 May 2022 10:35
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: | CONTOURGLOBAL 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 offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | CONTOURGLOBAL PLC (OFFEREE) |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 27 May 2022 |
(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" | NO |
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 | - |
(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: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) Interests held by the directors of ContourGlobal Plc, their close relatives and related trusts
*Figures are rounded to five decimal places
Note 1: Joseph Brandt holds 7,403,453 shares through Contour Management Holdings LLC, a person presumed to be acting in concert with ContourGlobal plc.
Note 2: Alejandro Santo Domingo, a non-executive director of ContourGlobal plc, has an indirect interest in ordinary shares as a result of having a discretionary share interest in certain entities which have indirect interests in ContourGlobal plc. Alejandro Santo Domingo disclaims all beneficial interests and control in respect to such ordinary shares.
(b) Interests held as options or awards under the share plans of ContourGlobal Plc by the directors of ContourGlobal Plc and their close relatives and related trusts
(c) Interests held by persons presumed to be acting in concert with ContourGlobal plc
*Figures are rounded to five decimal places
Note 1: Certain limited partnerships ultimately managed and controlled by Reservoir Capital Group, LLC ("Reservoir Capital" and such limited partnerships being the "Reservoir Funds") own approximately 99.6% of ContourGlobal LP and are themselves ultimately managed and controlled by Reservoir Capital. The managing member of Reservoir Capital is RCGM, LLC.
Note 2: As noted above, Alejandro Santo Domingo, a non-executive director of ContourGlobal plc, has an indirect interest in ordinary shares as a result of having a discretionary share interest in certain entities which have indirect interests in ContourGlobal plc. This indirect interest comprises ordinary shares held through Falcon Flight LLC. Alejandro Santo Domingo disclaims all beneficial interests and control in respect to such ordinary shares. Note 3: Contour Management Holdings, LLC is a holding vehicle for certain current and former management individuals, including certain ContourGlobal directors and senior managers. It is wholly owned by such persons and, through an intermediate limited liability company, certain of the Reservoir Funds. The figures in this table do not include the ordinary shares held by Joseph C. Brandt through Contour Management Holdings LLC, disclosed at (a) above. |
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: | 31 May 2022 |
| Contact name: | Victoria Dalby |
| Telephone number: | 07706 348047 |
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.