REG - Quanex Building Prod Tyman PLC - Form 8 (OPD)

TymanAnnouncement

29/04/2024 12:45

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RNS Number : 4376M  Quanex Building Products Corp  29 April 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:                                                     Quanex Building Products Corporation ("Quanex")
 (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  Quanex Building Products Corporation
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         29 April 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 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:                                          units of common stock

                                                                      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)   The following directors of Quanex Building Products Corporation
 (including their close relatives and family trusts) have interests in the
 following securities in Quanex:

Quanex Director    Number of common stock units  Percentage of total Quanex share capital
 George L. Wilson   233,154(1)                    0.704%
 Curtis M. Stevens  5,009                         0.015%
 Jason D. Lippert   20,450                        0.062%

 

 (1) This figure includes 92,800 unvested restricted stock awards, of which
 29,200 were granted on 7 December 2023, 34,100 were granted on 7 December 2022
 and 29,500 were granted on 9 December 2021.  Such stock is issued (with all
 rights attaching) to the holder on the date of grant on a conditional basis.
 Such unvested restricted stock awards are not transferrable prior to the
 vesting date, which in each case is the date which is 3 years from the date of
 grant (the "Restricted Period").  Pro rata early vesting occurs upon
 retirement, and full early vesting occurs on change in control, death, or
 disability.  During the Restricted Period, the holder has voting rights but
 does not receive dividends.  Dividends are accrued during the Restricted
 Period and are paid only when the shares vest.

 (b)   The following directors have interests in securities in Quanex
 pursuant to exercisable but unexercised options:

Quanex Director   Number of common stock units  Grant Date  Exercise period  Exercise price
 George L. Wilson  17,100                        30.11.2016  30.11.2026       $19.45
          14,400                        02.12.2015  02.12.2025       $19.31
          6,300                         03.12.2014  03.12.2024       $20.28

 

 (c)   The following directors have interests in securities in Quanex
 pursuant to unvested performance restricted stock unit awards:

Quanex Director   Number of common stock units  Grant date  Vesting Date
 George L. Wilson  25,700                        07.12.2023  07.12.2026
          30,400                        07.12.2022  07.12.2025
          29,200                        09.12.2021  09.12.2024

 

(1) This figure includes 92,800 unvested restricted stock awards, of which
29,200 were granted on 7 December 2023, 34,100 were granted on 7 December 2022
and 29,500 were granted on 9 December 2021.  Such stock is issued (with all
rights attaching) to the holder on the date of grant on a conditional basis.
Such unvested restricted stock awards are not transferrable prior to the
vesting date, which in each case is the date which is 3 years from the date of
grant (the "Restricted Period").  Pro rata early vesting occurs upon
retirement, and full early vesting occurs on change in control, death, or
disability.  During the Restricted Period, the holder has voting rights but
does not receive dividends.  Dividends are accrued during the Restricted
Period and are paid only when the shares vest.

 

(b)   The following directors have interests in securities in Quanex
pursuant to exercisable but unexercised options:

 

 Quanex Director   Number of common stock units  Grant Date  Exercise period  Exercise price
 George L. Wilson  17,100                        30.11.2016  30.11.2026       $19.45
                   14,400                        02.12.2015  02.12.2025       $19.31
                   6,300                         03.12.2014  03.12.2024       $20.28

 

(c)   The following directors have interests in securities in Quanex
pursuant to unvested performance restricted stock unit awards:

 

 Quanex Director   Number of common stock units  Grant date  Vesting Date
 George L. Wilson  25,700                        07.12.2023  07.12.2026
                   30,400                        07.12.2022  07.12.2025
                   29,200                        09.12.2021  09.12.2024

 

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:  29 April 2024
 Contact name:        Scott Zuehlke
 Telephone number:    +1 713 877 5327

 

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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