REG - Centamin PLC - Form 8 OPD Centamin
FOR IMMEDIATE RELEASE
16 December 2019
Centamin plc
("Centamin" or "the Company")
(LSE:CEY, TSX:CEE)
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:
Centamin 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.
-
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
Centamin plc
(d) Is the discloser the offeror or the offeree?
OFFEREE
(e) Date position held:
The latest practicable date prior to the disclosure
13 December 2019
(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"
YES (Endeavour Mining Corporation)
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
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:
(a) Interests in Centamin plc's (Centamin) ordinary shares held by the directors of Centamin, their close relatives and related trusts and other concert parties:
Class of relevant security:
ORDINARY SHARES
Director
No. of Centamin ordinary shares held
Percentage of issued share capital
Josef El-Raghy and close relatives
10,500,000
0.908%
Other El-Raghy family members
579,212
0.050%
Andrew Pardey
2,295,268
0.199%
Ross Jerrard
350,000
0.030%
Gordon Edward Haslam
127,056
0.01%
Professor Ibrahim Fawzy
Nil
-
Dr. Sally Eyre
Nil
-
Mark Bankes
190,000
0.016%
Mark Arnesen
49,000
0.004%
Dr. Catharine Farrow
Nil
-
Marna Cloete
15,000
0.001%
(b) Awards in Centamin ordinary shares held by the directors of Centamin, their close relatives and related trusts and other concert parties:
(i) Ross Jerrard
Number of ordinary shares to vest
Date of grant
Exercise price
Vesting date
Scheme type - award under the Performance Share Plan (subject to performance conditions)
420,000
June 2017
Nil
June 2020
510,000
June 2018
Nil
June 2021
617,000
June 2019
Nil
June 2022
(ii) Andrew Pardey
Number of ordinary shares to vest
Date of grant
Exercise price
Vesting date
Scheme type - award under the Performance Share Plan (subject to performance conditions)
440,000
June 2017
Nil
June 2020
640,000
June 2018
Nil
June 2021
777,000
June 2019
Nil
June 2022
(iii) Other El-Raghy family members
Number of ordinary shares to vest
Date of grant
Exercise price
Vesting date
Scheme type - award under the Performance Share Plan (subject to performance conditions)
108,000
June 2017
Nil
June 2020
166,000
June 2018
Nil
June 2021
198,000
June 2019
Nil
June 2022
(c) Interests, short positions and rights to subscribe in Centamin's ordinary shares held by connected advisers of Centamin
BMO Capital Markets Limited:
Class of relevant security:
ORDINARY SHARES
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
3,022,958
0.26
Nil
-
(2) Cash-settled derivatives:
Nil
-
Nil
-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
Nil
-
Nil
-
TOTAL:
3,022,958
0.26
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:
16 December 2019
Contact name:
Darren Le Masurier
Telephone number:
+44 (0)1534 828700
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.
Enquiries
For further information, please visit the website www.centamin.com or contact:
Centamin plc
Ross Jerrard, Chief Executive Officer
Alexandra Carse, Investor Relations
Buchanan
Bobby Morse
Chris Judd
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