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Form 8 (OPD) - Wessex Exploration PLC

28 Mar 2012 12:51

RNS Number : 2686A
Wessex Exploration plc
28 March 2012
 



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:

Wessex Exploration 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

Wessex Exploration PLC

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEREE

(e) Date position held:

28 March 2012

(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:

 

0.1 pence ordinary share

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

-

-

(2) Derivatives (other than options):

-

-

(3) Options and agreements to purchase/sell:

-

-

 

TOTAL:

-

-

 

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:

 

The interests of the directors of Wessex Exploration PLC in the ordinary shares of 0.1p each ("Ordinary Shares") are as follows:

 

Frederik Dekker 97,271,506 (13.48%)

David Bramhill 4,300,000 (0.60%)

Andy Yeo 1,500,000 (0.21%)

 

In addition, Frederik Dekker, David Bramhill and Andy Yeo have an interest in options over 10,000,000 new Ordinary Shares each (30,000,000 in total). Further detail as follows:

 

- Each director holds 5,000,000 options each which may be exercised at 5 pence per Ordinary Share. These options may be exercised as to one third of the option shares on or after each of the anniversaries of the date of grant commencing 21 December 2011 (being the first anniversary of the date of the option). Entitlements to the option shares will lapse to the extent they are not exercised on or before 21 December 2020; and

 

- Each director holds 5,000,000 options each which may be exercised at 6 pence per Ordinary Share. These options may be exercised as to one third of the options shares on or after each of the anniversaries of the date of grant commencing 1 December 2012 (being the first anniversary of the date of the option). Entitlements to the option shares will lapse to the extent they are not exercised on or before 1 December 2021.

 

WH Ireland (connected adviser to offeree) has an interest in 852,324 (0.12%) Ordinary Shares and a warrant to subscribe for 2,978,648 new Ordinary Shares of 0.1 pence at 3 pence per share with an exercise period from 23 March 2011 until 5pm on the third anniversary.

 

 

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

 

 

(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:

28/03/12

Contact name:

Marc Davies

Telephone number:

0117 945 3473

 

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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FEEFVLFLLXFLBBE
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