REG - Condor Gold PLC - Form 8 (OPD) Condor Gold Plc
06/12/2024 18:30
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RNS Number : 2270P Condor Gold PLC 06 December 2024
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: Condor Gold Plc
(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 Condor Gold Plc
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 6 December 2024
The latest practicable date prior to the disclosure
(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 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 £0.001 each ("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 Nil - Nil -
purchase/sell:
Nil - Nil -
TOTAL:
Class of relevant security: Warrants over 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 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: 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:
a. Interest of directors of Condor Gold PLC (and persons presumed to
be acting in concert with the directors) in its ordinary shares
Director Number of ordinary shares % of issued share capital
Mark Child 4,862,460 2.38%
James ("Jim") Mellon 53,402,480((1)) 26.12%
Andrew Cheatle 196,432 0.10%
Ian Stalker 376,894((2)) 0.18%
((1) ) Jim Mellon now owns a direct and indirect aggregate
shareholding of 53,402,480 Ordinary Shares or 26.12% of the Company. The
direct interest is in 2,889,883 Ordinary Shares and the indirect interest in
50,512,597 Ordinary Shares held through Galloway Limited. Galloway Limited is
wholly owned by Burnbrae Group Limited which is, in turn, wholly owned by Jim
Mellon
((2) ) 309,524 shares held by Promaco Consulting Services Limited
(a limited company beneficially owned by Ian Stalker) and 67,370 shares held
indirectly by Promaco Limited (a limited company owned by a trust of which Ian
Stalker is a potential beneficiary).
b. Options over its ordinary shares held by the directors of Condor
Gold PLC (and persons assumed to be acting in concert with the directors)
Exercise price (p) Grant Date Latest exercise date Number of Options
DIRECTORS
MLChild 42 01 June 2020 31 May 2025 1,000,000
48 01 June 2021 31 May 2026 1,250,000
28.5 12 Sept 2022 13 Sept 2027 1,250,000
23 06 July 2023 05 July 2028 1,250,000
28 29 May 2024 28 May 2029 1,000,000
JMellon 42 01 June 2020 31 May 2025 300,000
48 01 June 2021 31 May 2026 400,000
28.5 12 Sept 2022 13 Sept 2027 300,000
23 06 July 2023 05 July 2028 300,000
28 29 May 2024 28 May 2029 500,000
IStalker 22 21 Nov 2019 20 Nov 2024* 100,000
42 01 June 2020 31 May 2025 300,000
48 01 June 2021 31 May 2026 400,000
28.5 12 Sept 2022 13 Sept 2027 300,000
23 06 July 2023 05 July 2028 300,000
28 29 May 2024 28 May 2029 1,000,000
ACheatle 42 01 June 2020 31 May 2025 300,000
48 01 June 2021 31 May 2026 300,000
28.5 12 Sept 2022 13 Sept 2027 300,000
23 06 July 2023 05 July 2028 300,000
28 29 May 2024 28 May 2029 350,000
Denham Eke 23 06 July 2023 05 July 2028 300,000
28 29 May 2024 28 May 2029 500,000
* 100,000 Options held by Ian Stalker lapsed on 20 November 2024 although are
included here as the Board may consider extending such exercise date
All options vest as to 50% 12 months after grant and as to the remaining 50%
24 months after grant.
c. Warrants over its ordinary shares held by the directors of Condor
Gold PLC (and persons assumed to be acting in concert with the directors)
Exercise price (p) Latest exercise date As at 6 December 2024 % of Warrants in issue
DIRECTORS
MLChild 35 17 June 2025 15,000 0.26%
JMellon* 35 17 June 2025 892,857 15.38%
ACheatle 35 17 June 2025 8,929 0.15%
*Warrants held indirectly by J Mellon, through Galloway Limited.
((1) ) Jim Mellon now owns a direct and indirect aggregate
shareholding of 53,402,480 Ordinary Shares or 26.12% of the Company. The
direct interest is in 2,889,883 Ordinary Shares and the indirect interest in
50,512,597 Ordinary Shares held through Galloway Limited. Galloway Limited is
wholly owned by Burnbrae Group Limited which is, in turn, wholly owned by Jim
Mellon
((2) ) 309,524 shares held by Promaco Consulting Services Limited
(a limited company beneficially owned by Ian Stalker) and 67,370 shares held
indirectly by Promaco Limited (a limited company owned by a trust of which Ian
Stalker is a potential beneficiary).
b. Options over its ordinary shares held by the directors of Condor
Gold PLC (and persons assumed to be acting in concert with the directors)
Exercise price (p) Grant Date Latest exercise date Number of Options
DIRECTORS
M L Child 42 01 June 2020 31 May 2025 1,000,000
48 01 June 2021 31 May 2026 1,250,000
28.5 12 Sept 2022 13 Sept 2027 1,250,000
23 06 July 2023 05 July 2028 1,250,000
28 29 May 2024 28 May 2029 1,000,000
J Mellon 42 01 June 2020 31 May 2025 300,000
48 01 June 2021 31 May 2026 400,000
28.5 12 Sept 2022 13 Sept 2027 300,000
23 06 July 2023 05 July 2028 300,000
28 29 May 2024 28 May 2029 500,000
I Stalker 22 21 Nov 2019 20 Nov 2024* 100,000
42 01 June 2020 31 May 2025 300,000
48 01 June 2021 31 May 2026 400,000
28.5 12 Sept 2022 13 Sept 2027 300,000
23 06 July 2023 05 July 2028 300,000
28 29 May 2024 28 May 2029 1,000,000
A Cheatle 42 01 June 2020 31 May 2025 300,000
48 01 June 2021 31 May 2026 300,000
28.5 12 Sept 2022 13 Sept 2027 300,000
23 06 July 2023 05 July 2028 300,000
28 29 May 2024 28 May 2029 350,000
Denham Eke 23 06 July 2023 05 July 2028 300,000
28 29 May 2024 28 May 2029 500,000
* 100,000 Options held by Ian Stalker lapsed on 20 November 2024 although are
included here as the Board may consider extending such exercise date
All options vest as to 50% 12 months after grant and as to the remaining 50%
24 months after grant.
c. Warrants over its ordinary shares held by the directors of Condor
Gold PLC (and persons assumed to be acting in concert with the directors)
Exercise price (p) Latest exercise date As at 6 December 2024 % of Warrants in issue
DIRECTORS
M L Child 35 17 June 2025 15,000 0.26%
J Mellon* 35 17 June 2025 892,857 15.38%
A Cheatle 35 17 June 2025 8,929 0.15%
*Warrants held indirectly by J Mellon, through Galloway Limited.
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: 6 December 2024
Contact name: Mark Child
Telephone number: 01483-421234
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk (mailto:monitoring@disclosure.org.uk) . 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
(http://www.thetakeoverpanel.org.uk) .
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