REG - Metals Exploration - Form 8 (OPD) - Metals Exploration plc

Metals ExplorationAnnouncement

13/12/2024 08:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241213:nRSM9315Pa&default-theme=true

RNS Number : 9315P  Metals Exploration PLC  13 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:                                                     Metals Exploration 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  Metals Exploration plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         12 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 YES, specify which:
      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 £0.0001 each in the capital of Metals Exploration plc

                                                                    ("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:

 (a) Interests of the directors of Metals Exploration plc and their close
 relatives and related trusts in Metals Exploration plc's Ordinary Shares:

Name              Number of Ordinary Shares  Percentage of issued ordinary share capital(2)
 Darren Bowden(1)  8,257,355                  0.47%
 Timothy Livesey   6,600,000                  0.38%
 Andrew Chubb      4,100,000                  0.23%
 David Cather      6,600,000                  0.38%
 Robert Marshall   7,820,928                  0.45%

 

 Notes:

 1 - In addition to Darren Bowden's 8,257,355 Ordinary Shares held, pursuant to
 the terms of the Metals Exploration plc 2022 Management Incentive Plan, Mr
 Bowden has been awarded additional

 6,252,836 Ordinary Shares. Such Ordinary Shares have not yet been issued to Mr
 Bowden but he has the ability to call for their issue by giving Metals
 Exploration plc not less than 10 Business Days' notice at any time prior to 11
 June 2027, subject to an agreed extension in the event that Mr Bowden is
 prohibited from dealing in the Ordinary Shares at the point at which this time
 period expires).

 2 - As at 12 December 2024, Metals Exploration plc had 2,121,729,717 Ordinary
 Shares in issue, of which 393,513,302 Ordinary Shares were held in treasury.
 Accordingly, the total number of voting rights is 1,728,216,415.

 (b) Options over Ordinary Shares held by directors of Metals Exploration plc
 and their close relatives and related trusts:

Name                    Number of options over Ordinary Shares  Exercise price (£)   Grant date  Expiry date
 Darren Bowden(1)        9,500,000                               0.0001               27/08/2024  27/08/2031
 Nick von Schirnding(2)  6,600,000                               0.0001               30/06/2024  30/06/2027
 Karen Bowden(3)         6,000,000                               0.0001               27/08/2024  27/08/2031

 

 Notes:

 1 - Darren Bowden's options are subject to a vesting condition of continued
 employment or relevant service relationship (as applicable) with the Metals
 Exploration plc group until 31 December 2025.

 2 - 2,200,000 of Nick von Schirnding's options have vested and the remaining
 4,400,000 options are subject to the following vesting conditions: (i)
 2,200,000 options shall vest on the first anniversary of grant of the options;
 and (ii) 2,200,000 options shall vest on the second anniversary of grant of
 the options. In addition, the options are exercisable after vesting provided
 that the 30 day volume weighted average price ("VWAP") of the Company's quoted
 shares exceed 143% of the 30 day VWAP price on the date of Nick's appointment.

 3 - Karen Bowden is Darren Bowden's spouse. Karen Bowden's options are subject
 to a vesting condition of continued employment or relevant service
 relationship (as applicable) with the Metals Exploration plc group until 31
 December 2025.

 (c) Interests of persons acting in concert with Metals Exploration plc in
 Metals Exploration plc's securities:

Name                           Number of Ordinary Shares  Percentage of issued ordinary share capital
 Candy Investments S.à.r.l(1)   650,000,000                37.61%
 MTL (Luxembourg) S.à.r.l(1)    1,000,000                  0.05%

 

 Notes:

 1 - Candy Investments S.à.r.l and MTL (Luxembourg) S.à.r.l are both
 beneficially owned and controlled by Mr Nick Candy.

 

Notes:

1 - In addition to Darren Bowden's 8,257,355 Ordinary Shares held, pursuant to
the terms of the Metals Exploration plc 2022 Management Incentive Plan, Mr
Bowden has been awarded additional

6,252,836 Ordinary Shares. Such Ordinary Shares have not yet been issued to Mr
Bowden but he has the ability to call for their issue by giving Metals
Exploration plc not less than 10 Business Days' notice at any time prior to 11
June 2027, subject to an agreed extension in the event that Mr Bowden is
prohibited from dealing in the Ordinary Shares at the point at which this time
period expires).

2 - As at 12 December 2024, Metals Exploration plc had 2,121,729,717 Ordinary
Shares in issue, of which 393,513,302 Ordinary Shares were held in treasury.
Accordingly, the total number of voting rights is 1,728,216,415.

 

(b) Options over Ordinary Shares held by directors of Metals Exploration plc
and their close relatives and related trusts:

 

 Name                    Number of options over Ordinary Shares  Exercise price (£)   Grant date  Expiry date
 Darren Bowden(1)        9,500,000                               0.0001               27/08/2024  27/08/2031
 Nick von Schirnding(2)  6,600,000                               0.0001               30/06/2024  30/06/2027
 Karen Bowden(3)         6,000,000                               0.0001               27/08/2024  27/08/2031

 

Notes:

1 - Darren Bowden's options are subject to a vesting condition of continued
employment or relevant service relationship (as applicable) with the Metals
Exploration plc group until 31 December 2025.

2 - 2,200,000 of Nick von Schirnding's options have vested and the remaining
4,400,000 options are subject to the following vesting conditions: (i)
2,200,000 options shall vest on the first anniversary of grant of the options;
and (ii) 2,200,000 options shall vest on the second anniversary of grant of
the options. In addition, the options are exercisable after vesting provided
that the 30 day volume weighted average price ("VWAP") of the Company's quoted
shares exceed 143% of the 30 day VWAP price on the date of Nick's appointment.

3 - Karen Bowden is Darren Bowden's spouse. Karen Bowden's options are subject
to a vesting condition of continued employment or relevant service
relationship (as applicable) with the Metals Exploration plc group until 31
December 2025.

 

(c) Interests of persons acting in concert with Metals Exploration plc in
Metals Exploration plc's securities:

 

 Name                           Number of Ordinary Shares  Percentage of issued ordinary share capital
 Candy Investments S.à.r.l(1)   650,000,000                37.61%
 MTL (Luxembourg) S.à.r.l(1)    1,000,000                  0.05%

 

Notes:

1 - Candy Investments S.à.r.l and MTL (Luxembourg) S.à.r.l are both
beneficially owned and controlled by Mr Nick Candy.

 

 

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:  13 December 2024
 Contact name:        Mike Langoulant
 Telephone number:    +44 (0) 7899 249 990

 

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) .

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FEEDLLFFZLLFFBL