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

IogAnnouncement

22/09/2020 07:01

RNS Number : 6447Z
  
Independent Oil & Gas PLC
  
22 September 2020
  
 

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?


OFFEROR




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


21 September 2020




(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"


Deltic Energy plc



 
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 pence each




 
 


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")
 
London Oil & Gas Limited (In Administration) and Lombard Odier Asset Management (Europe) Limited are deemed by the Panel to be acting in concert with Independent Oil & Gas plc. 
 



Name


Number of Ordinary Shares held


% of Ordinary Shares held




London Oil & Gas Limited (In Administration)


143,011,359*


29.78%




Lombard Odier Asset Management (Europe) Limited 


123,980,066


25.82%




Rupert Newall (Director) and persons closely associated


3,767,050


0.78%




Andrew Hockey (Director)


790,729


0.16%




Mark Hughes (Director)


693,770


0.14%




Esa Ikaheimonen (Director)


500,000


0.10%




Fiona MacAulay (Director)


200,000


0.04%



 
* These shares are subject to orderly market arrangements given to the Company, FinnCap Limited, Peel Hunt LLP and Cenkos Securities PLC for a period of 12 months from 28 October 2019 pursuant to which any sales by London Oil & Gas Limited can only be made through the Company's brokers on an orderly market basis subject to certain carve outs.
 
(b)  Options over Ordinary Shares (1)
 







Granted


Total number of ordinary shares


Exercise Price


Expiry Date




Andrew Hockey


1 Mar 2018


1,600,000


20p


28 Feb 2028








1 May 2019


235,294


12.75p


30 Apr 2029








1 May 2019


1,364,706


12.75p


30 Apr 2029








31 Aug 2019


267,740


1p*


31 Aug 2024








1 April 2020


62,460


1p*


31 Mar 2025








2 Jan 2020


2,256,410


1p


1 Jan 2030


























Mark Hughes


27 Jul 2018


1,000,000 


35p


27 July 2028








1 May 2019


235,294


12.75p


30 Apr 2029








1 May 2019


764,706


12.75p


30 Apr 2029








31 Aug 2019


182,063


1p*


31 Aug 2024








1 April 2020


42,473


1p*


31 Mar 2025








2 Jan 2020


1,572,650


1p


1 Jan 2030


























Rupert Newall


1 May 2019


235,294


12.75p


30 Apr 2029








1 May 2019


964,706


12.75p


30 Apr 2029








31 Aug 2019


240,966


1p*


31 Aug 2024








1 April 2020


56,214


1p*


31 Mar 2025








2 Jan 2020


1,709,402


1p


1 Jan 2030


























Neil Hawkings


24 May 2019


600,000


13.5p


23 May 2029








31 Aug 2019


18,061


1p*


31 Aug 2024








1 April 2020


9,994


1p*


31 Mar 2025


























Esa Ikaheimonen


1 May 2019


600,000


12.75p


30 Apr 2029








31 Aug 2019


136,606


1p*


31 Aug 2024








1 April 2020


39,974


1p*


31 Mar 2025








29 Feb 2020


114,152


1p*


31 Mar 2025


























Fiona MacAulay


1 May 2019


1,000,000


12.75p


30 Apr 2029

























 
* This exercise price has been satisfied by the sacrifice of salary and these options are granted with no vesting conditions. 
 
Note 1: Details of the vesting criteria for the option grants can be found in Independent Oil and Gas's announcements of 2 January 2020, 24 May 2019, 1 May 2019, and 27 July 2018.
 
 (c)  Convertible loan notes 
 



Name
 


Issue date


Conversion
Price


Principal Amount Outstanding


Number of ordinary shares to be issued on full conversion
 




London Oil & Gas Limited (In Administration)


September 2019
 
 
 


19.00p


£11,600,000


60,872,631



 
(d)  Warrants
 



Name
 


Conversion
Price


Number of warrants held


Expiry Date


Date of Grant




London Oil & Gas Limited (In Administration)


8.00p


7,500,000 


31-Dec-20


11 December 2015




London Oil & Gas Limited (In Administration)


11.90p


5,777,310 


31-Dec-20


11 December 2015




London Oil & Gas Limited (In Administration)


32.18p


20,000,000 


31-Aug-23


13 September 2018



 
 
 
 



 
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:


21 September 2020




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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