22 Nov 2019 17:48
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: | LightwaveRF 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 | LightwaveRF plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 22 November 2019 |
(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" | N/A
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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:
| Ordinary shares of 5p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | n/a | n/a | ||
(2) Cash-settled derivatives:
| n/a | n/a | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | n/a | n/a | ||
TOTAL: | ||||
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: |
Interests of Directors of LightwaveRF plc in ordinary shares of 5p each in LightwaveRF plc
Michael Lord - 1,376,3001 shares (1.12%) Barry Gamble - 1,225,000 shares (1.0%) John Shermer - 896,666 shares (0.73%) Kevin Edwards - 335,576 shares2 (0.27%) Jason Elliott - 253,181 shares2 (0.21%) Steve Harris3 - nil shares (0%)
1these Existing Ordinary Shares are legally held by Michael Richard Lord Denton & Co Trustees, a pension fund of which Mike Lord is a beneficiary. 2162,500 of these Existing Ordinary Shares are legally held by Investment In Vision Limited, a company jointly owned by Kevin Edwards and Jason Elliott. 3Steve Harris is a director of Committed Capital Financial Services Ltd. and Committed Capital Ltd. that together hold 44,312,588 shares (36.13%) in LightwaveRF plc.
Interests of Directors of LightwaveRF plc in ordinary shares of 5p each in LightwaveRF plc under share option.
Date of Date from which Exercise price Grant exercisable No. pence Mike Lord 200,000 28.0 30/09/2015 30/09/2018* John Shermer 200,000 28.0 30/09/2015 30/09/2018* Kevin Edwards 100,000 29.0 19/03/2015 31/03/2018* John Shermer 400,000 13.5 13/02/2017 14/02/2020** Kevin Edwards 400,000 13.5 13/02/2017 14/02/2020** Kevin Edwards 350,000 16.0 09/04/2018 09/04/2021*** John Shermer 350,000 16.0 09/04/2018 09/04/2021*** Jason Elliott 500,000 16.0 02/07/2018 02/07/2021*** Kevin Edwards 490,000 8.5 30/04/2019 30/04/2022**** John Shermer 490,000 8.5 30/04/2019 30/04/2022**** Jason Elliott 700,000 8.5 30/04/2019 30/04/2022****
* Share options granted to Directors will only vest if the Company's share price has reached 80p at any time but will not be exercisable until the date noted above. ** Share options granted to Directors will only vest if the Company's share price has reached 40p at any time but will not be exercisable until the date noted above. *** Share options granted to Directors will only vest if the Company's revenue targets have been achieved with the maximum award being made at revenue of £6.0m and £12.0m in the years ended 30 September 2018 and 2019 respectively. ****Share options granted to Directors will only vest if the Company's revenue targets have been achieved with the maximum award being made at revenue of £8.0m and £16m in the years ended 30 September 2019 and 2020 respectively.
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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
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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: | 22 November 2019 |
| Contact name: | Jason Elliott |
| Telephone number: | 0121 250 3625 |
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.