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Form 8 (OPD) Rules 8.1 & 8.2

Today 16:02

RNS Number : 2319K
Pharos Energy PLC
29 June 2026
 

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:

Pharos Energy 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

Pharos Energy plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

26 June 2026

(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:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

Nil

Nil

 

TOTAL:

Nil

Nil

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:

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:

Director

Number of Ordinary Shares held

Percentage of total issued share capital (%)

Joao Pedro Felix Saraiva E Silva

250,000

0.06%

Katherine Roe

135,178

0.03%

Susan Rivett

1,848,163

0.44%

Geoffrey Stephen Green

95,000

0.02%

Lisa Mitchell*

51,948

0.01%

TOTAL

2,380,289

0.57%

* The beneficial title to the Pharos Shares registered in the name of Lisa Mitchell is held by Alexander John Barblett (spouse of Lisa Mitchell). 

 

Options over shares:

 

Name

Pharos Share Plan under which award was granted

No. of ordinary shares in Pharos subject to award*

Date of grant

Exercise price

Vesting date(s)

Expiry or lapse date**

Sue Rivett

2024 Deferred Share Bonus Plan

440,349

30 April 2024

£.0.00

30 April 2026

30 April 2034

2024 Deferred Share Bonus Plan

452,996

24 January 2025

£.0.00

24 January 2027

24 January 2035

Long Term Incentive Plan

2,269,665

23 March 2023

£.0.00

23 March 2026

23 March 2033

Long Term Incentive Plan

2,892,919

30 April 2024

£.0.00

30 April 2027

30 April 2034

Long Term Incentive Plan

2,818,263

27 March 2025

£.0.00

27 March 2028

27 March 2035

2024 Deferred Share Bonus Plan

468,680

25 June 2026

£.0.00

25 June 2028

25 June 2036

Long Term Incentive Plan

2,521,147

25 June 2026

£.0.00

25 June 2029

25 June 2036

Katherine Roe

2024 Deferred Share Bonus Plan

282,492

24 January 2025

£.0.00

24 January 2027

24 January 2035

Long Term Incentive Plan

3,174,447

1 July 2024

£.0.00

1 July 2027

1 July 2034

Long Term Incentive Plan

3,825,855

27 March 2025

£.0.00

27 March 2028

27 March 2035

2024 Deferred Share Bonus Plan

636,243

25 June 2026

£.0.00

25 June 2028

25 June 2036

Long Term Incentive Plan

3,625,498

25 June 2026

£.0.00

25 June 2029

25 June 2036

* Figures include accrued dividends and are subject to further adjustments for subsequent dividend accruals (including for the FY2025 final dividend as well as any other accruals subsequently becoming due).

 

** If such awards, structured as nil-cost options, vest but are not exercised before this date.

 

 

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:

29 June 2026

Contact name:

John Caldwell

Telephone number:

+44 20 7747 2000

 

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.

 

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END
 
 
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