REG - Gama Aviation PLC - FORM 8 - Public Opening Position Disclosure
28/03/2024 16:00
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RNS Number : 7844I Gama Aviation PLC 28 March 2024
FORM 8 (OPD)
Gama Aviation plc
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: 1. Marwan Khalek
2. Bermesico Holdings Limited & Gesafi Real Estate S.A.
(b) Owner or controller of interests and short positions disclosed, if 1. 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.
2. The Capri Family Trust (Jersey)
Trustee:
Solaro AG, located at Ringstrasse 14, 7000 Chur, Switzerland with Wolfgang
Klien, Jürg Greter and Christian Gstöhl as Directors
Settlor:
The Capri Family Foundation, located at PH Venturi House, 49 St, Bella Vista,
Panama City, Panama
Beneficiaries:
The descendants of Tom (Shlomo) Wyler
The Foundation was established in 2009 by the late Ernst Wyler (2012). Tom
(Shlomo) Wyler is a consultant to the Foundation, however, for clarity, Tom
Wyler disclaims control and a beneficial ownership in the Trust and
Foundation.
(c) Name of offeror/offeree in relation to whose relevant securities this form Gama Aviation plc
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? JOINT OFFERORS
(e) Date position held: 27 March 2024
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making N/A
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
1. MARWAN KHALEK
Class of relevant security: 1p Ordinary Shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled:(1) 14,179,607 22.14 NIL -
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives (including options) and agreements to NIL - NIL -
purchase/sell:
14,179,607 22.14 NIL -
TOTAL:
(1)Includes 3,000,000 ordinary shares held in trust for the benefit of Marwan
Khalek family members.
2. BERMESICO HOLDINGS LIMITED & GESAFI REAL ESTATE S.A.(2)
Class of relevant security: 1p Ordinary Shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 14,361,483 22.43 NIL -
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives (including options) and agreements to NIL - NIL -
purchase/sell:
14,361,483 22.43 NIL -
TOTAL:
(2)Bermesico Holdings Limited holds 12,145,726 shares and Gesafi Real Estate
S.A. holds 2,215,757.
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: 1p Ordinary shares
Details, including nature of the rights concerned and relevant percentages: 1. Marwan Khalek
Option Holder Number of options Date of grant Vesting date Exercise price Expiry date
Marwan Khalek 526,526 29-Mar-21 29-Mar-24 1p 28-Mar-31
2. Bermesico Holdings Limited & Gesafi Real Estate S.A.
None
2. Bermesico Holdings Limited & Gesafi Real Estate S.A.
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) Interests held by parties acting in concert with the Offerors
Shareholder Number of Ordinary Shares in Gama Aviation plc Percentage of total issued share capital
Crescent Enterprises Ltd (UAE) 2,597,810 4.05%
Alireza Ittihadieh 1,503,000 2.34%
(via Lombard Odier Darier Hentsch & Cie)
Sheikh Mohammed Bin Abdullah Al Thani 865,936 1.35%
(via Felix Trading Co LLC)
Ghassan Abdel-Khalek 627,476 0.98%
Stephen Wright 263,188 0.41%
(via St. Anns Square Nominees Limited & own name)
GAMA Group Employee Benefit Trust 219,310 0.34%
Total MK Concert Party 6,076,720 9.49%
(b) Interests held as options or awards under the share plans of Gama Aviation
plc by those acting in concert with the Offerors
Option Holder Number of options Date of grant Vesting date Exercise price Expiry date
Stephen Wright 262,500 29-Mar-21 29-Mar-24 68.8 pence 28-Mar-31
125,000 26-Mar-21 26-Mar-24 39.0 pence 25-Mar-31
289,099 29-Mar-21 29-Mar-24 1.0 pence 28-Mar-31
Total 676,599
(b) Interests held as options or awards under the share plans of Gama Aviation
plc by those acting in concert with the Offerors
Option Holder Number of options Date of grant Vesting date Exercise price Expiry date
Stephen Wright 262,500 29-Mar-21 29-Mar-24 68.8 pence 28-Mar-31
125,000 26-Mar-21 26-Mar-24 39.0 pence 25-Mar-31
289,099 29-Mar-21 29-Mar-24 1.0 pence 28-Mar-31
Total 676,599
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: 22 March 2024
Contact name: Marwan Khalek
Rouven Schwarz (for Bermesico Holdings Limited & Gesafi Real Estate S.A.)
Telephone number: +44 125 298 4515
+41 792 456 287
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
(http://www.thetakeoverpanel.org.uk) .
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