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Form 8 (OPD) - Hydrogen Concert Party

8 Sep 2020 08:00

RNS Number : 2782Y
Hydrogen Group PLC
08 September 2020
 

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:

A concert party group consisting of:

· Ian Temple

· Christopher Cole

· Charles Marshall

· Brian Hamill

· Shane Sibraa; and

· John Hunter

(the "Concert Party")

(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

Hydrogen Group plc

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

OFFEROR

(e) Date position held:

The latest practicable date prior to the disclosure

8 September 2020

(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

%1

Number

%

(1) Relevant securities owned and/or controlled:

14,051,949

42.6

(2) Cash-settled derivatives:

 

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

 

TOTAL:

14,051,949

42.6

 

Note:

1. Excluding the 545,521 Ordinary Shares held in treasury and the 807,051 Ordinary Shares held by the EBT.

 

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:

NONE

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

NONE

 

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) Ordinary Shares of £0.01 each in Hydrogen Group plc held by members of the Concert Party:

Name

Number of Ordinary Shares held

Percentage of the Company's voting rights1

 

Executive Directors

Ian Temple

4,060,726

12.31%

 

John Hunter

1,646,872

4.99%

 

Other

Christopher Cole

2,463,946

7.47%

 

Brian Hamill

2,324,815

7.05%

 

Shane Sibraa

1,897,074

5.75%

 

Charles Marshall

1,658,516

5.03%

 

 

2. Excluding the 545,521 Ordinary Shares held in treasury and the 807,051 Ordinary Shares held by the EBT.

 

b) Options granted to members of the Concert Party:

 

Ian Temple and John Hunter each have options over 456,250 Ordinary Shares of which 93,750 options that have vested for each party. The options are exercisable but not eligible for participation in the proposed tender offer.

 

 

Name

Date Granted

Balance at 8 September 2020

Number of Ordinary Shares exercisable

Date from which exercisable

Expiry Date

John Hunter

02/06/2017

350,000

75,000

01/06/2019

02/06/2027

275,000

01/06/2021*

02/06/2027

John Hunter

28/06/2018

106,250

18,750

01/06/2019

28/06/2028

18,750

01/06/2021*

28/06/2028

68,750

01/06/2022*

28/06/2028

Ian Temple

01/06/2017

350,000

75,000

01/06/2019

01/06/2027

275,000

01/06/2021*

01/06/2027

Ian Temple

28/06/2018

106,250

18,750

01/06/2019

28/06/2028

18,750

01/06/2021*

28/06/2028

68,750

01/06/2022*

28/06/2028

 

* shares vest subject to future performance criteria being achieved

 

 

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"

 

No such arrangements

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

8 September 2020

Contact name:

John Hunter

Telephone number:

0207 090 7702

 

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.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
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