REG - Hummingbird Res. - Form 8 (OPD) - Hummingbird Resources plc
20/11/2024 12:15
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RNS Number : 0033N Hummingbird Resources PLC 20 November 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: Hummingbird Resources 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 Hummingbird Resources plc
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 19 November 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
Class of relevant security: Ordinary shares of 1 penny each
("Ordinary Shares")
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil Nil 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:
Nil Nil 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:
Interests of directors
Ordinary Shares held by the directors of Hummingbird Resources plc:
Name of director Number of Ordinary Shares held Percentage of total issued share capital (%)
Daniel Betts (1) 5,239,048 0.65
Stephen Betts (1 & 2) 2,503,500 0.31
Thomas Hill 641,574 0.08
Ernie Nutter 6,993,780 0.86
Total: 15,377,902 1.90
Notes:
1. In addition, Daniel and Stephen Betts are indirectly interested in a
further 495,101 Ordinary Shares held by Stephen Betts & Sons Limited
("SBSL") and a self-administered pension scheme. SBSL is a private company
that is wholly owned and controlled by Daniel and Stephen Betts, certain other
close family members and a family trust.
2. Includes 800,000 shares held by Caroline Betts, the wife of Stephen Betts.
Options or awards held by the directors of Hummingbird Resources plc over
Ordinary Shares:
Daniel Betts
Name of Scheme Grant Date Number of Ordinary Shares in respect of which options / awards granted Exercise price Vesting Date Expiry Date
Hummingbird Unapproved Share Option Scheme 05-12-13 584,000 £0.22 01-Apr-19 10-Apr-29
Hummingbird incentive plan - performance orientated ("HIPPO") 2016 30-09-16 1,704,545 £0.01 19-Dec-19 None
HIPPO 2018 30-04-18 455,729 £0.01 31-Dec-21 30-Dec-26
HIPPO 2020 27-02-20 1,093,750 £0.01 31-Dec-22 30-Dec-27
Long term incentive plan ("LTIP") 2021 27-01-21 532,498 £0.01 27-Jan-24 25-Jan-29
LTIP 2022 04-02-22 3,079,455 £0.01 04-Feb-25* 03-Feb-30
LTIP 2023 06-02-23 1,956,174 £0.01 07-Feb-26* 06-Feb-31
LTIP 2024 06-02-24 3,924,856 £0.01 07-Feb-27* 06-Feb-32
* - vesting is accelerated in the event of, inter alia, a change of control of
the Company by way of a general offer or scheme of arrangement.
Thomas Hill
Name of Scheme Grant Date Number of Ordinary Shares in respect of which options / awards granted Exercise price Vesting Date Expiry Date
Hummingbird Unapproved Share Option Scheme 05-12-13 301,000 £0.22 01-Apr-19 10-Apr-29
HIPPO 2016 30-09-16 1,363,636 £0.01 19-Dec-19 None
HIPPO 2018 30-04-18 293,229 £0.01 31-Dec-21 30-Dec-26
HIPPO 2020 27-02-20 703,750 £0.01 31-Dec-22 30-Dec-27
LTIP 2021 27-01-21 342,320 £0.01 27-Jan-24 25-Jan-29
LTIP 2022 04-02-22 1,979,649 £0.01 04-Feb-25* 03-Feb-30
LTIP 2023 06-04-23 1,259,934 £0.01 07-Feb-26* 06-Feb-31
LTIP 2024 06-02-24 2,601,156 £0.01 07-Feb-27* 06-Feb-32
* - vesting is accelerated in the event of, inter alia, a change of control of
the Company by way of a general offer or scheme of arrangement.
Stephen Betts
Name of Scheme Grant Date Number of Ordinary Shares to be received on cessation of office Exercise price* Vesting Date
Deferred share award ("DSA") 2021 27-01-21 116,063 £0.01 27-Jan-22
DSA 2022 04-02-22 214,495 £0.01 04-Feb-23
DSA 2023 06-02-23 368,189 £0.01 06-Feb-24
DSA 2024 06-02-24 272,021 £0.01 06-Feb-25**
* - where the shares in respect of the award are newly issued, the Company may
require the scheme participant to make a payment equal to the nominal value
per share issued.
** - in the event of, inter alia, a change of control of the Company by way of
a general offer or scheme of arrangement or another event the Board considers
justifies early vesting, the award will vest on a pro-rata basis to the time
elapsed since grant.
Ernie Nutter
Name of Scheme Grant Date Number of Ordinary Shares to be received on cessation of office Exercise price* Vesting Date
DSA 2021 27-01-21 116,063 £0.01 27-Jan-22
DSA 2022 04-02-22 214,495 £0.01 04-Feb-23
DSA 2023 06-02-23 368,189 £0.01 06-Feb-24
DSA 2024 06-02-24 272,021 £0.01 06-Feb-25**
* - where the shares in respect of the award are newly issued, the Company may
require the scheme participant to make a payment equal to the nominal value
per share issued.
** - in the event of, inter alia, a change of control of the Company by way of
a general offer or scheme of arrangement or another event the Board considers
justifies early vesting, the award will vest on a pro-rata basis to the time
elapsed since grant.
Attie Roux
Name of Scheme Grant Date Number of Ordinary Shares to be received on cessation of office Exercise price* Vesting Date
DSA 2021 27-01-21 116,063 £0.01 27-Jan-22
DSA 2022 04-02-22 214,495 £0.01 04-Feb-23
DSA 2023 06-02-23 368,189 £0.01 06-Feb-24
DSA 2024 06-02-24 272,021 £0.01 06-Feb-25**
* - where the shares in respect of the award are newly issued, the Company may
require the scheme participant to make a payment equal to the nominal value
per share issued.
** - in the event of, inter alia, a change of control of the Company by way of
a general offer or scheme of arrangement or another event the Board considers
justifies early vesting, the award will vest on a pro-rata basis to the time
elapsed since grant.
David Straker-Smith
Name of Scheme Grant Date Number of Ordinary Shares to be received on cessation of office Exercise price* Vesting Date
DSA 2021 27-01-21 116,063 £0.01 27-Jan-22
DSA 2022 04-02-22 214,495 £0.01 04-Feb-23
DSA 2023 06-02-23 368,189 £0.01 06-Feb-24
DSA 2024 06-02-24 272,021 £0.01 06-Feb-25**
* - where the shares in respect of the award are newly issued, the Company may
require the scheme participant to make a payment equal to the nominal value
per share issued.
** - in the event of, inter alia, a change of control of the Company by way of
a general offer or scheme of arrangement or another event the Board considers
justifies early vesting, the award will vest on a pro-rata basis to the time
elapsed since grant.
Notes:
1. In addition, Daniel and Stephen Betts are indirectly interested in a
further 495,101 Ordinary Shares held by Stephen Betts & Sons Limited
("SBSL") and a self-administered pension scheme. SBSL is a private company
that is wholly owned and controlled by Daniel and Stephen Betts, certain other
close family members and a family trust.
2. Includes 800,000 shares held by Caroline Betts, the wife of Stephen Betts.
Options or awards held by the directors of Hummingbird Resources plc over
Ordinary Shares:
Daniel Betts
Name of Scheme Grant Date Number of Ordinary Shares in respect of which options / awards granted Exercise price Vesting Date Expiry Date
Hummingbird Unapproved Share Option Scheme 05-12-13 584,000 £0.22 01-Apr-19 10-Apr-29
Hummingbird incentive plan - performance orientated ("HIPPO") 2016 30-09-16 1,704,545 £0.01 19-Dec-19 None
HIPPO 2018 30-04-18 455,729 £0.01 31-Dec-21 30-Dec-26
HIPPO 2020 27-02-20 1,093,750 £0.01 31-Dec-22 30-Dec-27
Long term incentive plan ("LTIP") 2021 27-01-21 532,498 £0.01 27-Jan-24 25-Jan-29
LTIP 2022 04-02-22 3,079,455 £0.01 04-Feb-25* 03-Feb-30
LTIP 2023 06-02-23 1,956,174 £0.01 07-Feb-26* 06-Feb-31
LTIP 2024 06-02-24 3,924,856 £0.01 07-Feb-27* 06-Feb-32
* - vesting is accelerated in the event of, inter alia, a change of control of
the Company by way of a general offer or scheme of arrangement.
Thomas Hill
Name of Scheme Grant Date Number of Ordinary Shares in respect of which options / awards granted Exercise price Vesting Date Expiry Date
Hummingbird Unapproved Share Option Scheme 05-12-13 301,000 £0.22 01-Apr-19 10-Apr-29
HIPPO 2016 30-09-16 1,363,636 £0.01 19-Dec-19 None
HIPPO 2018 30-04-18 293,229 £0.01 31-Dec-21 30-Dec-26
HIPPO 2020 27-02-20 703,750 £0.01 31-Dec-22 30-Dec-27
LTIP 2021 27-01-21 342,320 £0.01 27-Jan-24 25-Jan-29
LTIP 2022 04-02-22 1,979,649 £0.01 04-Feb-25* 03-Feb-30
LTIP 2023 06-04-23 1,259,934 £0.01 07-Feb-26* 06-Feb-31
LTIP 2024 06-02-24 2,601,156 £0.01 07-Feb-27* 06-Feb-32
* - vesting is accelerated in the event of, inter alia, a change of control of
the Company by way of a general offer or scheme of arrangement.
Stephen Betts
Name of Scheme Grant Date Number of Ordinary Shares to be received on cessation of office Exercise price* Vesting Date
Deferred share award ("DSA") 2021 27-01-21 116,063 £0.01 27-Jan-22
DSA 2022 04-02-22 214,495 £0.01 04-Feb-23
DSA 2023 06-02-23 368,189 £0.01 06-Feb-24
DSA 2024 06-02-24 272,021 £0.01 06-Feb-25**
* - where the shares in respect of the award are newly issued, the Company may
require the scheme participant to make a payment equal to the nominal value
per share issued.
** - in the event of, inter alia, a change of control of the Company by way of
a general offer or scheme of arrangement or another event the Board considers
justifies early vesting, the award will vest on a pro-rata basis to the time
elapsed since grant.
Ernie Nutter
Name of Scheme Grant Date Number of Ordinary Shares to be received on cessation of office Exercise price* Vesting Date
DSA 2021 27-01-21 116,063 £0.01 27-Jan-22
DSA 2022 04-02-22 214,495 £0.01 04-Feb-23
DSA 2023 06-02-23 368,189 £0.01 06-Feb-24
DSA 2024 06-02-24 272,021 £0.01 06-Feb-25**
* - where the shares in respect of the award are newly issued, the Company may
require the scheme participant to make a payment equal to the nominal value
per share issued.
** - in the event of, inter alia, a change of control of the Company by way of
a general offer or scheme of arrangement or another event the Board considers
justifies early vesting, the award will vest on a pro-rata basis to the time
elapsed since grant.
Attie Roux
Name of Scheme Grant Date Number of Ordinary Shares to be received on cessation of office Exercise price* Vesting Date
DSA 2021 27-01-21 116,063 £0.01 27-Jan-22
DSA 2022 04-02-22 214,495 £0.01 04-Feb-23
DSA 2023 06-02-23 368,189 £0.01 06-Feb-24
DSA 2024 06-02-24 272,021 £0.01 06-Feb-25**
* - where the shares in respect of the award are newly issued, the Company may
require the scheme participant to make a payment equal to the nominal value
per share issued.
** - in the event of, inter alia, a change of control of the Company by way of
a general offer or scheme of arrangement or another event the Board considers
justifies early vesting, the award will vest on a pro-rata basis to the time
elapsed since grant.
David Straker-Smith
Name of Scheme Grant Date Number of Ordinary Shares to be received on cessation of office Exercise price* Vesting Date
DSA 2021 27-01-21 116,063 £0.01 27-Jan-22
DSA 2022 04-02-22 214,495 £0.01 04-Feb-23
DSA 2023 06-02-23 368,189 £0.01 06-Feb-24
DSA 2024 06-02-24 272,021 £0.01 06-Feb-25**
* - where the shares in respect of the award are newly issued, the Company may
require the scheme participant to make a payment equal to the nominal value
per share issued.
** - in the event of, inter alia, a change of control of the Company by way of
a general offer or scheme of arrangement or another event the Board considers
justifies early vesting, the award will vest on a pro-rata basis to the time
elapsed since grant.
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: 20 November 2024
Contact name: Tracey Fung - Company Secretary
Telephone number: +44 (0) 207 409 6660
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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