16 Feb 2018 09:19
REPLACEMENT FORM 8 (OPD)
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: | Stellar Diamonds 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 | Stellar Diamonds Plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 16 February 2018 |
(f) In addition to the company in 1c 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©, copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(0) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| 1 pence ordinary shares | |||
| 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: | nil |
Details, including nature of the rights concerned and relevant percentages: | nil |
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) Holdings in ordinary shares of 1 pence each in Stellar Diamonds plc
1. Includes 3,190 shares held on trust by Savernake Holdings; 2. Held by Wilderspool Investments No 2 and Palmville for the beneficial interest of Peter Daresbury's adult children; 3. Includes 49,272 shares held by Mrs Sara Smithson; 4. Includes 240,000 shares held by Mrs Susannah Poulton; 5. The ultimate beneficial owner/controller of Deutsche Balaton Aktiengesellschaft ("Deutsche Balaton") is Wilhelm K. T. Zours. Mr Zours' controlling beneficial interest in Deutsche Balaton is held through intermediary holding companies VV Beteiligungen Aktiengesellschaft and DELPHI Unternehmensberatung Aktiengesellschaft ("DELPHI"). Hansjörg Plaggemars is a director of DELPHI and consultant to Deutsche Balaton. 6. Includes 39,360 shares held by Mr Carr's wife.
b) Director share options granted
1 Exercisable for a period of 5 years from 20 December 2017 ("Grant Date"). One third of the options have vested, one third will vest in six months after the Grant Date and one third in twelve months after the Grant Date.
c) Interest in convertible loan notes and warrants
Steven Poulton has the following rights over ordinary shares
1 The exercise price of the warrants is currently assumed to be 5 pence per ordinary share. However the exercise price of the warrants and the resulting quantum of shares issued upon exercise may vary in accordance with the terms of the loan note agreements (which are summarised in Stellar Diamonds' announcements).
Deutsche Balaton has the following rights over ordinary shares
1 The exercise price of the warrants is currently assumed to be 5 pence per ordinary share, at an exchange rate of 1.41 USD = 1.00 GBP. However the exercise price of the warrants and the resulting quantum of shares issued upon exercise may vary in accordance with the terms of the loan note agreements (which are summarised in Stellar Diamonds' announcements).
In addition to the interests stated above, Deutsche Balaton also has rights over a further 14,184,397 Ordinary Shares in Stellar Diamonds pursuant to an agreement entered into with Stellar Diamonds on 5 October 2016 (as subsequently amended) whereby Deutsche Balaton AG conditionally agreed to waive certain of its rights under its convertible loan note relating to its ability to convert/and or exercise its loan note and warrants respectively into shares in a subsidiary of the Company.
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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: | 16 February 2018 |
| Contact name: | Karl Smithson |
| Telephone number: | 0207 164 6371 |
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.