Earthport PLC Form 8 (OPD) - Earthport plc (1600M)
January 03 2019 - 10:05AM
UK Regulatory
TIDMEPO
RNS Number : 1600M
Earthport PLC
03 January 2019
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: EARTHPORT PLC ("Earthport")
(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: Earthport
Use a separate form for each offeror/offeree
----------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
----------------------------
(e) Date position held: 2 January 2019
The latest practicable date prior to the disclosure
----------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in N/A
respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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 10 pence each
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 Nil - Nil -
purchase/sell:
-------------- ---- ------------- ---
Nil - Nil -
TOTAL:
-------------- ---- ------------- ---
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:
The directors of Earthport plc (the "Company") have the following interests in the Company:
Name No. of ordinary shares % of ordinary issued
held share capital
Sunil Sabharwal 727,000 0.12%
----------------------- ---------------------
Terence John Williams 4,488,312 0.72%
----------------------- ---------------------
The directors of the Company have the following rights to subscribe for the following relevant
Company securities:
Name Plan Date of Options Expiry date No. of
grant price options
(pence) outstanding
21 May 2028
21 May 2018
for 4
2016 LTIP million n/a 10th 4,000,000
anniversary
Amanda Day of of day of
Jo Mesler 2016 LTIP announcement n/a announcement 4,500,000
--------------- -------------- --------- ------------- -------------
10th
anniversary
Alexander Day of of day of
Filshie 2016 LTIP announcement n/a announcement 1,000,000
--------------- -------------- --------- ------------- -------------
2011 Employee
Option
Plan 2011 25p 11 Jan 2021 200,000
2012 Employee
Option
Plan 2012 25p 12 Jan 2022 200,000
2013 Employee
Option
Plan 2013 25p 28 Jan 2023 200,000
Vinode 2014 Employee
Bhesham Option
Ramgopal Plan 2014 32.75p 3 Mar 2024 200,000
--------------- -------------- --------- ------------- -------------
2011 Employee
Option
Plan 2011 25p 11 Jan 2021 200,000
2012 Employee
Option
Plan 2012 25p 12 Jan 2022 200,000
2013 Employee
Option
Plan 2013 25p 28 Jan 2023 200,000
Terence 2014 Employee
John Option
Williams Plan 2014 32.75p 3 Mar 2024 200,000
--------------- -------------- --------- ------------- -------------
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: 3 January 2019
Contact name: ALEXANDER FILSHIE
------------------
Telephone number: +44 20 7220 9708
------------------
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 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.
END
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