REG - Independent Oil &Gas - Form 8 (OPD) Independent Oil and Gas plc

IogAnnouncement

19/03/2019 18:40

RNS Number : 3657T
Independent Oil & Gas PLC
19 March 2019
 


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:


Independent Oil and Gas 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.


N/A




(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
     Use a separate form for each offeror/offeree


Independent Oil and Gas plc




(d) Is the discloser the offeror or the offeree?


OFFEREE




(e) Date position held:
     The latest practicable date prior to the disclosure


18 March 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"


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:
 








 
 


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:


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)  Ordinary shares of 1 pence each ("Ordinary Shares")



Name


Number of Ordinary Shares held


% of Ordinary Shares held




Mark Hughes (Director)


178,000


0.14%




Martin Ruscoe (Director)


148,113


0.12%




Fieldfisher LLP (Connected adviser)


858,112


0.68%



 
(b)  Options on Ordinary Shares
 







Granted


Total


Exercise Price


Expiry Date




Andrew Hockey


1 Sep 2017


110,800


1p


31 Aug 2022








1 Mar 2018


102,537


1p


28 Feb 2023








1 Mar 2018


1,600,000


20p


28 Feb 2028








1 Sep 2018


128,700


1p


31 Aug 2023


























Mark Hughes


27 Jul 2018


1,000,000


35p


27 July 2028








1 Sep 2018


62,417


1p


31 Aug 2023


























Martin Ruscoe1


1 Sep 2017


44,699


1p


31 Aug 2022








1 Mar 2018


34,179


1p


28 Feb 2023








1 Sep 2018


30,888


1p


31 Aug 2023


























Charles Hendry


1 Sep 2017


39,745


1p


31 Aug 2022








1 Mar 2018


34,179


1p


28 Feb 2023








1 Sep 2018


30,888


1p


31 Aug 2023



 
1 Options granted to South Riding Consultancy Limited, a company in which Martin Ruscoe is a majority shareholder and a director.
 
 



 
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:


15 March 2019




Contact name:


Andrew Hockey, CEO
 




Telephone number:


0203 879 0510



 
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.
 




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