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Form 8 (OPD) (Mariana Resources Ltd)

27 Apr 2017 12:27

RNS Number : 5673D
Mariana Resources Ltd
27 April 2017
 

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:

Mariana Resources Ltd

(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

Mariana Resources Ltd

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

26 April 2017

(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"

Yes - Sandstorm Gold Limited

 

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:

None

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) The Directors of Mariana Resources Ltd (the "Company") have the following interests in the Company:

 

Director

Number of shares

Percentage of total issued share capital (excluding treasury shares) (%) (rounded to 2 d.p)

Jon Horsburgh

843,050

0.66

Glen Parsons

337,250

0.26

Eric Roth

649,371

0.51

John Allen Goodwin

62,000

0.05

Mustafa Aksoy

-

-

Ron Ho

327,000

0.26

 

 

b) The Directors of the Company have the following interests in options over ordinary share in the Company:

 

 

Director

Number of share in the Company under option

Exercise price

Earliest date of exercise

Date of expiry

Jon Horsburgh

30,000

20 pence

18/06/13

31/07/17

30,000

60 pence

05/03/14

31/03/18

40,000

80 pence

05/03/14

31/03/18

50,000

120 pence

05/03/14

31/03/18

220,000

30 pence

01/03/15

01/03/19

80,000

50 pence

01/03/15

01/03/19

80,000

70 pence

01/03/15

01/03/19

90,000

42.5 pence

10/06/16

10/06/19

50,000

45 pence

10/06/16

10/06/19

35,500

47.5 pence

10/06/16

10/06/19

 

 

 

 

 

Glen Parsons

40,000

20 pence

18/06/13

31/07/17

40,000

60 pence

05/03/14

31/03/18

60,000

80 pence

05/03/14

31/03/18

80,000

120 pence

05/03/14

31/03/18

300,000

30 pence

01/03/15

01/03/19

120,000

50 pence

01/03/15

01/03/19

120,000

70 pence

01/03/15

01/03/19

250,000

42.5 pence

10/06/16

10/06/19

150,000

45 pence

10/06/16

10/06/19

100,000

47.5 pence

10/06/16

10/06/19

1,320,000

100 pence

Effective date of combination

02/02/22

 

 

 

 

 

Eric Roth

30,000

60 pence

05/03/14

31/03/18

40,000

80 pence

05/03/14

31/03/18

50,000

120 pence

05/03/14

31/03/18

100,000

50 pence

01/03/15

01/03/19

100,000

70 pence

01/03/15

01/03/19

150,000

45 pence

10/06/16

10/06/19

100,000

47.5 pence

10/06/16

10/06/19

1,080,000

100 pence

Effective date of combination

02/02/22

 

 

 

 

 

John Allen Goodwin

50,000

30 pence

01/03/15

01/03/19

25,000

50 pence

01/03/15

01/03/19

25,000

70 pence

01/03/15

01/03/19

90,000

42.5 pence

10/06/16

10/06/19

50,000

45 pence

10/06/16

10/06/19

35,000

47.5 pence

10/06/16

10/06/19

 

 

 

 

 

Mustafa Aksoy

25,000

42.5 pence

10/06/16

10/06/19

 

 

 

 

 

Ron Ho

25,000

42.5 pence

10/06/16

10/06/19

 

 

 

 

 

 

 

a) The Directors of the Company have the following interests in warrants over ordinary share in the Company:

 

 

Director

Number of share in the Company in respect of which warrants have been granted

Exercise price

Issue date

Date of expiry

John Horsburgh

50,000

30 pence

23/10/15

27/04/17

Glen Parsons

100,000

30 pence

23/10/15

27/04/17

John Allen Goodwin

31,000

30 pence

23/10/15

27/04/17

Ron Ho

163,500

25 pence

04/05/16

06/05/18

 

 

 

 

 

 

 

 

b) The Directors of the Company have the following interests in share awards over ordinary share in the Company:

 

Director

Number of share in the Company subject to the share award

Exercise price

Issue date

Glen Parsons

495,000

N/A

Effective date of the combination

Eric Roth

405,000

N/A

Effective date of the combination

 

 

 

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:

27/04/17

Contact name:

Glen Parsons

Telephone number:

+61 2 94374588

 

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 company news service from the London Stock Exchange
 
END
 
 
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