Last checked at 9 Jan 2015 17:37
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: | SEPLAT Petroleum Development Company 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 | SEPLAT Petroleum Development Company Plc |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 8 January 2015 |
(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:
| Ordinary shares of 0.50 Naira each | |||
| 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 |
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: |
3(a) Shares held by directors of SEPLAT Petroleum Development Company Plc
Director | Number of SEPLAT Petroleum Development Company Plc shares | Percentage of existing SEPLAT Petroleum Development Company Plc shares (553,310,313) |
A.B.C. Orjiako1 | 84,836,913 | 15.31% |
Ojunekwu Augustine Avuru2 | 29,137,011 | 5.27% |
William Stuart Connal3 | 1 | 0.00% |
Roger Thompson Brown | 1 | 0.00% |
Macaulay Agbada Ofurhie4 | 4,806,373 | 0.87% |
Charles Okeahalam | 400,000 | 0.07% |
Basil Omiyi | 400,000 | 0.07% |
3(b) Shares held by persons acting in concert with SEPLAT Petroleum Development Company Plc
Concert Party | Number of SEPLAT Petroleum Development Company Plc shares | Percentage of existing SEPLAT Petroleum Development Company Plc shares (553,310,313) |
MPI S.A. | 120,400,000 | 21.76% |
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).
1) 72,136,912 Ordinary Shares are held by Shebah Petroleum Development Company Limited, which is an entity controlled by A.B.C. Orjiako and members of his family, and 12,700,001 Ordinary Shares are held directly by Mr. Orjiako's siblings. In addition, 13,506,800 Ordinary Shares of the Ordinary Shares, are held by Vazon Investments Limited (7,366,800 Ordinary Shares) and Hautguard Limited (6,140,000 Ordinary Shares). Both Vazon Investments Limited and Hautguard Limited are controlled by individuals who are also shareholders in Shebah Exploration and Production Company Limited, an entity controlled by A.B.C. Orjiako.
2) Of Mr Avuru's current shareholding, 27,217,010 Ordinary Shares are held by Professional Support Limited, 1,920,000 Ordinary Shares are held by Abtrust Integrated Services Limited, each of which is an entity controlled by Mr Avuru. Mr Avuru holds 1 share personally. In addition, Mr Avuru holds 23.28 per cent. of the issued share capital of Platform Petroleum Limited, an entity which holds 44,160,000 Ordinary Shares in SEPLAT Petroleum Development Company Plc.
3) In addition, Mr Connal holds 14,432 shares through Acumen Financial Planning Limited Nominee.
4) In addition, Mr Ofurhie holds 4.99 per cent. of the issued share capital of Platform Petroleum Limited, an entity which holds 44,160,000 Ordinary Shares in SEPLAT Petroleum Development Company Plc.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" |
As disclosed in the IPO prospectus dated 9 April 2014, the following persons remain subject to a lock-up period which expires on 13 April 2015, 365 days from the date of Admission of the Ordinary Shares of the Offeror to the Official List of the London Stock Exchange main market and trading on the Nigerian Stock Exchange. There are no other dealing arrangements in place. |
a) Shebah Petroleum Development Company Limited (please see footnote 1 relating to A.B.C. Orjiako's interest) |
b) Professional Support Limited (please see footnote 2 relating to Ojunekwu Augustine Avuru's interest) |
c) Abtrust Integrated Services Limited (please see footnote 2 relating to Ojunekwu Augustine Avuru's interest) |
d) Platform Petroleum Limited (please see footnote 3 relating to Macaulay Agbada Ofurhie's interest) |
e) A.B.C. Orjiako |
f) Ojunekwu Augustine Avuru |
g) Macaulay Agbada Ofurhie (One of the 'Locked-up NEDs') |
h) Charles Okeahalam (One of the 'Locked-up NEDs') |
i) Basil Omiyi (One of the 'Locked-up NEDs') |
j) MPI S.A. (50% of shareholding immediately prior to London admission) |
(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: | 9 January 2015 |
| Contact name: | Mirian Kachikwu, Company Secretary, SEPLAT Petroleum Development Company Plc |
| Telephone number: | +44 (20) 3725 6500 |
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.