21 Jan 2020 14:54
RNS Number : 4925A
Sirius Minerals plc
21 January 2020
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: | Sirius Minerals 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 | Sirius Minerals Plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 20 January 2020 |
(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 |
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 0.25 PENCE EACH (ISIN: GB00B0DG3H29) |
| 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 | - |
Class of relevant security: | 8.5% GUARANTEED CONVERTIBLE BONDS DUE 2023 (ISIN: XS1515223516) |
| 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 | - |
Class of relevant security: | 5% GUARANTEED CONVERTIBLE BONDS DUE 2027 (ISIN: XS1991118255) |
| 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 | - |
Class of relevant security: | AMERICAN DEPOSITARY RECEIPTS (ADR) PROGRAM (ISIN: US82967P1030) |
| 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: | 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: |
3(a) Interests held by directors of Sirius Minerals Plc and their close relatives and related trusts (excluding options and awards set out below) NAME | NUMBER OF ORDINARY SHARES | PERCENTAGE OF TOTAL ISSUED ORDINARY SHARE CAPITAL (%) | INTERESTS IN 8.5% GUARANTEED CONVERTIBLE BONDS DUE 2023 (XS1515223516) | INTERESTS IN 5% GUARANTEED CONVERTIBLE BONDS DUE 2027 (XS1991118255) | INTERESTS IN ADR PROGRAM | Russell Scrimshaw | 45,645,005 | 0.65 | Nil | Nil | Nil | Chris Fraser | 123,997,368 | 1.77 | Nil | Nil | Nil | Thomas Staley | 1,187,139 | 0.02 | Nil | Nil | Nil | John Hutton | 30,856 | 0.0004 | Nil | Nil | Nil | Jane Lodge | 601,822 | 0.009 | Nil | Nil | Nil | Noel Harwerth | 101,303 | 0.001 | Nil | Nil | Nil | Keith Clarke | 899,144 | 0.01 | Nil | Nil | Nil | Louise Hardy | 0 | 0 | Nil | Nil | Nil |
3(b) Options and awards held by directors of Sirius Minerals Plc in Sirius Minerals Plc shares i. Chris Fraser Description of award / option | Date of award | Number of shares | Exercise Price | Vesting Date | Ordinary award 2016 | 13 May 2016 | 413,002 | Nil | TBD - awards vest on achievement of the relevant milestone | Ordinary award 2017 | 26 June 2017 | 1,479,452 | Nil | TBD - awards vest on achievement of the relevant milestone | Ordinary award 2018 | 26 June 2018 | 2,994,767 | Nil | TBD - awards vest on achievement of the relevant milestone | ETA award 2018 | 26 June 2018 | 4,492,151 | Nil | TBD - awards vest on achievement of the relevant milestone | Ordinary award 2019 | 28 June 2019 | 6,918,919 | Nil | TBD - awards vest on achievement of the relevant milestone |
ii. Thomas Staley Description of award / option | Date of award | Number of shares | Exercise Price | Vesting Date | USOP option | 27 January 2015 | 1,240,768 | 29.0 Pence | 27 January 2018 to 27 January 2025 | CSOP option | 27 January 2015 | 311,729 | 29.0 Pence | 27 January 2018 to 27 January 2025 | Milestone award | 27 January 2015 | 1,000,000 | Nil | TBD - awards vest on achievement of the relevant milestone | Ordinary award 2017 | 26 June 2017 | 602,740 | Nil | TBD - awards vest on achievement of the relevant milestone | Ordinary award 2018 | 26 June 2018 | 1,820,503 | Nil | TBD - awards vest on achievement of the relevant milestone | ETA award 2018 | 26 June 2018 | 3,120,862 | Nil | TBD - awards vest on achievement of the relevant milestone | Ordinary award 2019 | 28 June 2019 | 4,205,974 | Nil | TBD - awards vest on achievement of the relevant milestone |
iii. John Hutton Description of award / option | Date of award | Number of shares | Exercise Price | Vesting Date | USOP option | 30 January 2012 | 1,862,997 | 29.0 Pence | 30 January 2015 to 29 January 2022 |
iv. Keith Clarke Description of award / option | Date of award | Number of shares | Exercise Price | Vesting Date | USOP option | 23 December 2013 | 1,862,997 | 29.0 Pence | 23 December 2016 to 22 December 2023 |
3(c) Interests held by advisers of Sirius Minerals Plc i. J.P. Morgan Securities Plc1 Ordinary Shares Class of relevant security: | ORDINARY SHARES OF 0.25 PENCE EACH (ISIN: GB00B0DG3H29) | | Interests | Short positions | Number | % | Number | % | (1) Relevant securities owned and/or controlled: | 2 | 0.00000002849 | Nil | - | (2) Cash-settled derivatives: | Nil | - | Nil | - | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - | TOTAL: | Nil | - | Nil | - |
1The interests are held by J.P. Morgan Chase Bank (Custody) 8.5% Guaranteed Convertible Bonds Due 2023 Class of relevant security: | 8.5% GUARANTEED CONVERTIBLE BONDS DUE 2023 (ISIN: XS1515223516) | | 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 | - |
5% Guaranteed Convertible Bonds Due 2027 Class of relevant security: | 5% GUARANTEED CONVERTIBLE BONDS DUE 2027 (ISIN: XS1991118255) | | 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 | - |
ADR Program Class of relevant security: | ADR PROGRAM (ISIN: US82967P1030) | | 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 | - |
ii. Lazard & Co Limited Ordinary Shares Class of relevant security: | ORDINARY SHARES OF 0.25 PENCE EACH (ISIN: GB00B0DG3H29) | | 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 | - |
8.5% Guaranteed Convertible Bonds Due 2023 Class of relevant security: | 8.5% GUARANTEED CONVERTIBLE BONDS DUE 2023 (ISIN: XS1515223516) | | 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 | - |
5% Guaranteed Convertible Bonds Due 2027 Class of relevant security: | 5% GUARANTEED CONVERTIBLE BONDS DUE 2027 (ISIN: XS1991118255) | | 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 | - |
ADR Program Class of relevant security: | ADR PROGRAM (ISIN: US82967P1030) | | 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 | - |
iii. Liberum Capital Ordinary Shares Class of relevant security: | ORDINARY SHARES OF 0.25 PENCE EACH (ISIN: GB00B0DG3H29) | | 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 | - |
8.5% Guaranteed Convertible Bonds Due 2023 Class of relevant security: | 8.5% GUARANTEED CONVERTIBLE BONDS DUE 2023 (ISIN: XS1515223516) | | 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 | - |
5% Guaranteed Convertible Bonds Due 2027 Class of relevant security: | 5% GUARANTEED CONVERTIBLE BONDS DUE 2027 (ISIN: XS1991118255) | | 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 | - |
ADR Program Class of relevant security: | ADR PROGRAM (ISIN: US82967P1030) | | 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 | - |
iv. Shore Capital Ordinary Shares Class of relevant security: | ORDINARY SHARES OF 0.25 PENCE EACH (ISIN: GB00B0DG3H29) | | 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 | - |
8.5% Guaranteed Convertible Bonds Due 2023 Class of relevant security: | 8.5% GUARANTEED CONVERTIBLE BONDS DUE 2023 (ISIN: XS1515223516) | | 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 | - |
5% Guaranteed Convertible Bonds Due 2027 Class of relevant security: | 5% GUARANTEED CONVERTIBLE BONDS DUE 2027 (ISIN: XS1991118255) | | 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 | - |
ADR Program Class of relevant security: | ADR PROGRAM (ISIN: US82967P1030) | | 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 | - |
v. Edelman Ordinary Shares Class of relevant security: | ORDINARY SHARES OF 0.25 PENCE EACH (ISIN: GB00B0DG3H29) | | 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 | - |
8.5% Guaranteed Convertible Bonds Due 2023 Class of relevant security: | 8.5% GUARANTEED CONVERTIBLE BONDS DUE 2023 (ISIN: XS1515223516) | | 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 | - |
5% Guaranteed Convertible Bonds Due 2027 Class of relevant security: | 5% GUARANTEED CONVERTIBLE BONDS DUE 2027 (ISIN: XS1991118255) | | 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 | - |
ADR Program Class of relevant security: | ADR PROGRAM (ISIN: US82967P1030) | | 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 | - |
|
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: | 21 January 2020 |
| Contact name: | Nick King, General Counsel and Company Secretary |
| Telephone number: | +44 (0)203 327 3660 |
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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