REG - Velocys PLC - Form 8 - Velocys PLC

VelocysAnnouncement

24/11/2023 16:30

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RNS Number : 6486U  Velocys PLC  24 November 2023

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:                                                     Velocys 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  Velocys PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         24 November 2023

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 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:

                                                                      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:   Nil
 Details, including nature of the rights concerned and relevant percentages:  Nil

 

 

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 Velocys PLC and their close relatives:

Name              Number of ordinary shares  Percentage of the issued Shares
 Henrik Wareborn   3,118,445                  0.18%
 Philip Sanderson  600,000                    0.03%
 Philip Holland    1,743,634                  0.10%
 Ann Markey        525,000                    0.03%
 Tom Quigley       525,000                    0.03%
 Darran Messem     558,333                    0.03%

 

 (b) Options held by directors of Velocys PLC:

Name              Description of share option scheme  Number of ordinary shares under option  Date of grant  Exercise period           Exercise price
 Henrik Wareborn   Velocys Share Option Scheme 2012    2,000,000                               13/12/2019     13/12/2019 to 12/12/2029  £0.10
 Henrik Wareborn   Velocys Share Option Scheme 2012    6,250,000                               13/12/2019     13/12/2022 to 12/12/2029  £0.03
 Henrik Wareborn   Velocys Share Option Scheme 2012    3,264,504                               9/02/2021      09/02/2024 to 08/02/2031  £0.0786
 Henrik Wareborn   Velocys Share                       2,343,750                               13/01/ 2022    13/01/2025 to 12/01/2032  £0.08

      Option Scheme 2021
 Henrik Wareborn   Velocys Share                       9,000,000                               19/06/2023     19/06/2026 to 19/06/2028  £0.025

      Option Scheme 2021
 Philip Sanderson  Velocys Share                       5,000,000                               22/06/2022     22/06/2025 to 22/06/2032  £0.045

      Option Scheme 2021
 Philip Sanderson  Velocys Share                       7,500,000                               19/06/2023     19/06/2026 to 19/06/2028  £0.025

      Option Scheme 2021

 

 (c) Interests held by other persons presumed to be acting in concert with
 Velocys PLC:

 None

 

 (b) Options held by directors of Velocys PLC:

Name              Description of share option scheme  Number of ordinary shares under option  Date of grant  Exercise period           Exercise price
 Henrik Wareborn   Velocys Share Option Scheme 2012    2,000,000                               13/12/2019     13/12/2019 to 12/12/2029  £0.10
 Henrik Wareborn   Velocys Share Option Scheme 2012    6,250,000                               13/12/2019     13/12/2022 to 12/12/2029  £0.03
 Henrik Wareborn   Velocys Share Option Scheme 2012    3,264,504                               9/02/2021      09/02/2024 to 08/02/2031  £0.0786
 Henrik Wareborn   Velocys Share                       2,343,750                               13/01/ 2022    13/01/2025 to 12/01/2032  £0.08

          Option Scheme 2021
 Henrik Wareborn   Velocys Share                       9,000,000                               19/06/2023     19/06/2026 to 19/06/2028  £0.025

          Option Scheme 2021
 Philip Sanderson  Velocys Share                       5,000,000                               22/06/2022     22/06/2025 to 22/06/2032  £0.045

          Option Scheme 2021
 Philip Sanderson  Velocys Share                       7,500,000                               19/06/2023     19/06/2026 to 19/06/2028  £0.025

          Option Scheme 2021

 

 (c) Interests held by other persons presumed to be acting in concert with
 Velocys PLC:

 None

 

 

(b) Options held by directors of Velocys PLC:

 

 Name              Description of share option scheme  Number of ordinary shares under option  Date of grant  Exercise period           Exercise price
 Henrik Wareborn   Velocys Share Option Scheme 2012    2,000,000                               13/12/2019     13/12/2019 to 12/12/2029  £0.10
 Henrik Wareborn   Velocys Share Option Scheme 2012    6,250,000                               13/12/2019     13/12/2022 to 12/12/2029  £0.03
 Henrik Wareborn   Velocys Share Option Scheme 2012    3,264,504                               9/02/2021      09/02/2024 to 08/02/2031  £0.0786
 Henrik Wareborn   Velocys Share                       2,343,750                               13/01/ 2022    13/01/2025 to 12/01/2032  £0.08

                   Option Scheme 2021
 Henrik Wareborn   Velocys Share                       9,000,000                               19/06/2023     19/06/2026 to 19/06/2028  £0.025

                   Option Scheme 2021
 Philip Sanderson  Velocys Share                       5,000,000                               22/06/2022     22/06/2025 to 22/06/2032  £0.045

                   Option Scheme 2021
 Philip Sanderson  Velocys Share                       7,500,000                               19/06/2023     19/06/2026 to 19/06/2028  £0.025

                   Option Scheme 2021

 

(c) Interests held by other persons presumed to be acting in concert with
Velocys PLC:

 

None

 

 

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:  24 November 2023
 Contact name:        David Bate
 Telephone number:    +44 1865 800821

 

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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