REG - Sound Energy PLC Angus Energy PLC - Form 8 (OPD) - Angus Energy Plc

Sound EnergyAnnouncement

27/01/2022 17:35

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RNS Number : 9057Z  Sound Energy PLC  27 January 2022

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:                                                     Sound Energy 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  Sound Energy plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         26 January 2022

      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 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 1p each

                                                                      Interests         Short positions

                                                                      Number   %        Number    %
 (1) Relevant securities owned and/or controlled:                     Nil      0.00     Nil       0.00
 (2) Cash-settled derivatives:                                        Nil      0.00     Nil       0.00

 (3) Stock-settled derivatives (including options) and agreements to  Nil      0.00     Nil       0.00
 purchase/sell:
      TOTAL:                                                          Nil      0.00     Nil       0.00

 

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:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

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 directors of Sound Energy plc:

Name             Ordinary Shares  %
 Graham Lyon      1,066,962        0.06
 Marco Fumagalli  4,693,877        0.28
 David Blewden    1,176,471        0.07
 Total            6,937,310        0.42

 

 (B)  Interests held as options by directors of Sound Energy plc under its
 share plans:

Name               Ordinary Shares (under option or award)                 Exercise Price (per share)  Vesting Date  Expiry Date
 *Mohammed Seghiri  126,501 Restricted Stock Unit (date of grant 26.04.18)  nil cost                    01/01/21      N/A
           195,591 Restricted Stock Unit (date of grant 21.06.19)  nil cost                    01/01/22      N/A

 

 *To date Sound Energy plc (the disclosing company) has not been in an open
 period to enable the shares in respect of the vested RSU's held by Mohammed
 Seghiri to be issued.

 Vesting three years from the date of grant the RSUs, once vested, will be
 satisfied by issuing ordinary shares in Sound Energy plc (the disclosing
 company). One share issued for each RSU held. The shares are issued upon
 vesting once Sound Energy plc (the disclosing company) is in an open period
 and therefore able to issue shares.

 

 

(B)  Interests held as options by directors of Sound Energy plc under its
share plans:

 

 Name               Ordinary Shares (under option or award)                 Exercise Price (per share)  Vesting Date  Expiry Date
 *Mohammed Seghiri  126,501 Restricted Stock Unit (date of grant 26.04.18)  nil cost                    01/01/21      N/A
                    195,591 Restricted Stock Unit (date of grant 21.06.19)  nil cost                    01/01/22      N/A

 

*To date Sound Energy plc (the disclosing company) has not been in an open
period to enable the shares in respect of the vested RSU's held by Mohammed
Seghiri to be issued.

 

Vesting three years from the date of grant the RSUs, once vested, will be
satisfied by issuing ordinary shares in Sound Energy plc (the disclosing
company). One share issued for each RSU held. The shares are issued upon
vesting once Sound Energy plc (the disclosing company) is in an open period
and therefore able to issue shares.

 

 

 

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:  27 January 2022
 Contact name:        Graham Lyon
 Telephone number:    0203 795 3200

 

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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