REG - AMG Lithium BV AMG Critical N.V. - Form 8 (DD) - AMG Critical Materials NV

AMG Critical Materials NVAnnouncement

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RNS Number : 6185H  AMG Lithium BV  09 June 2026

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Heinz Schimmelbusch
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 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  AMG Lithium B.V. (a direct wholly-owned subsidiary of AMG Critical Materials
 relates:                                                                        N.V.)

      Use a separate form for each offeror/offeree
 (d) Status of person making the disclosure:                                     Person acting in concert with the offeror (AMG Lithium B.V.)

      e.g. offeror, offeree, person acting in concert with the
 offeror/offeree (specify name of offeror/offeree)
 (e) Date dealing undertaken:                                                    8 June 2026
 (f)  In addition to the company in 1(c) above, is the discloser making          NO
 disclosures in 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 PERSON 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 following the dealing

 

 Class of relevant security:                                          Ordinary shares of €0.02 each in AMG Critical Materials N.V.

                                                                      Interests                           Short positions

                                                                      Number            %                 Number            %
 (1) Relevant securities owned and/or controlled:                     1,266,390*        3.54              Nil               Nil
 (2) Cash-settled derivatives:                                        Nil               Nil               Nil               Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil               Nil               Nil               Nil
 purchase/sell:
 TOTAL:                                                               1,266,390*        3.54              Nil               Nil

 * Includes 1,156,250 Ordinary Shares and 110,140 Restricted Ordinary Shares.
 Restricted Ordinary Shares are deemed restricted by the Dutch Financial
 Markets Authority as such shares were issued as part of the remuneration of
 the members of the Supervisory and Management Board of AMG Critical Materials
 N.V. Restricted Ordinary Shares held by members of the Management Board must
 be held for a period of 2 years from the date of issue, but otherwise have the
 same voting and economic rights as Ordinary Shares.

 

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 (including directors'
and other employee options)

 

 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

Type of Interest        No. of Equity Incentive Plan Awards*  Vesting Date           Exercise Price (€)    Grant Date
 Performance Share Unit  125,256                               31 December 2026((1))  16.18                 29 February 2024
 Performance Share Unit  158,776                               31 December 2027((1))  20.51                 6 March 2025
 Employee Stock Option   47,667                                4 May 2021((2))        25.50                 4 May 2017
 Employee Stock Option   17,086                                2 May 2022((2))        44.24                 2 May 2018
 Employee Stock Option   35,602                                13 May 2023((2))       31.43                 13 May 2019
 Employee Stock Option   85,859                                11 March 2024((2))     19.31                 11 March 2020
 Deferred Stock Unit     225,201                               25 August 2026((3))    27.74                 25 February 2026

 

 (*) These include unearned shares, units or other rights that have not vested
 or have vested but remain unexercised.

 ((1)) The Performance Share Units will vest on 31 December of the third year
 following the relevant grant date (inclusive of the year of grant).

 ((2)) Half of the Employee Stock Options will vest on each of the third and
 fourth year following the grant date, subject to a performance condition
 related to return on capital employed. The Employee Stock Options expire on
 the tenth anniversary of the grant date.

 ((3)) The Deferred Stock Units were issued to Heinz Schimmelbusch in
 connection with the sale of AURA Technologie GmbH to AMG Critical Materials
 N.V. on 25 February 2026. The Deferred Stock Units vested on the date of grant
 and must be settled in ordinary shares of €0.02 each in the capital of AMG
 Critical Materials N.V. by 25 August 2026.

 

(*) These include unearned shares, units or other rights that have not vested
or have vested but remain unexercised.

((1)) The Performance Share Units will vest on 31 December of the third year
following the relevant grant date (inclusive of the year of grant).

((2)) Half of the Employee Stock Options will vest on each of the third and
fourth year following the grant date, subject to a performance condition
related to return on capital employed. The Employee Stock Options expire on
the tenth anniversary of the grant date.

((3)) The Deferred Stock Units were issued to Heinz Schimmelbusch in
connection with the sale of AURA Technologie GmbH to AMG Critical Materials
N.V. on 25 February 2026. The Deferred Stock Units vested on the date of grant
and must be settled in ordinary shares of €0.02 each in the capital of AMG
Critical Materials N.V. by 25 August 2026.

 

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

(i)         Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)

 

 Class of relevant security                                      Purchase/sale  Number of securities  Price per unit

 Ordinary shares of €0.02 each in AMG Critical Materials N.V.    Purchase       4,057                 €37.31

 

(ii)        Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser

 

 Class of relevant security  Purchases/ sales  Total number of securities  Highest price per unit paid/received  Lowest price per unit paid/received

 N/A                         N/A               N/A                         N/A                                   N/A

 

(b)        Cash-settled derivative transactions

 

 Class of relevant security  Product description  Nature of dealing                                                              Number of reference securities  Price per unit

                             e.g. CFD             e.g. opening/closing a long/short position, increasing/reducing a long/short
                                                  position
 N/A                         N/A                  N/A                                                                            N/A                             N/A

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

 Class of relevant security  Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number of securities to which option relates  Exercise price per unit  Type                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.
 N/A                         N/A                                   N/A                                         N/A                                           N/A                      N/A                            N/A          N/A

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit

                             e.g. call option
 N/A                         N/A                  N/A                            N/A                   N/A

 

(d)        Other dealings (including subscribing for new securities)

 

 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)

                             e.g. subscription, conversion
 N/A                         N/A                             N/A      N/A

 

 

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 or person acting in concert making the disclosure and any other
 person:

 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 or person acting in concert making the
 disclosure 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:  9 June 2026
 Contact name:        Ludo Mees
 Telephone number:    +31 (0)615409028

 

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 dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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