11 Feb 2015 13:47
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: | JKX OIL & GAS 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. | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | JKX OIL & GAS PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 10 February 2015
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(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
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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 | 0 | NIL | 0 |
(2) Cash-settled derivatives:
| NIL | 0 | NIL | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | 0 | NIL | 0 |
TOTAL: | NIL | 0 | NIL | 0 |
(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) Shares held by directors in JKX Oil & Gas plc
Director | Number of JKX Oil & Gas plc ordinary shares of 10 pence each held directly | Percentage of existing share capital |
Dr Paul Davies1 | 3,663,105 | 2.13% |
Cynthia Dubin | 40,000 | 0.02% |
Martin Miller | 202,303 | 0.12% |
Peter Dixon | 175,482 | 0.10% |
Nigel Moore | 29,000 | 0.02% |
Dipesh Shah2 | 10,490 | 0.01% |
Lord Oxford | 94,000 | 0.05% |
1Dr Paul Davies' interest is partly indirect with 1,975,000 ordinary shares held in trust, the beneficiary of which is the family of Dr Paul Davies. Of the remaining ordinary shares 1,000 are held by Mr D Davies, the son of Dr Paul Davies with the balance held directly by Dr Paul Davies.
2Dipesh Shah's interest is held by members of his immediate family.
(b) Rights to acquire shares held by directors in JKX Oil & Gas plc
Director | Number of rights to acquire JKX Oil & Gas plc ordinary shares under the Discretionary Share Option Scheme
| Number of rights to acquire JKX Oil & Gas plc ordinary shares under the Performance Share Plan |
Dr Paul Davies | 1,630,200 | 1,540,200 |
Cynthia Dubin | 1,084,600 | 1,084,600 |
Martin Miller | 691,000 | 657,500 |
Peter Dixon | 674,250 | 657,500 |
Further detail on the share schemes is disclosed in the Annual Report and Accounts which is available on the JKX Oil & Gas plc website
(c) Shares held by the JKX Employee Benefit Trust
Number of JKX Oil & Gas plc ordinary shares of 10 pence each held directly | Percentage of existing share capital | |
JKX Employee Benefit Trust | 5,000,000 |
2.90% |
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
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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
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 11 February 2015 |
| Contact name: | Cynthia Dubin |
| Telephone number: | 020 7323 4464 |
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 disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.