Form 8 - OPD - Ascent Resources plc

RNS Number : 7909L

Ascent Resources PLC

23 April 2018

 

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:	Ascent Resources 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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	23 April 2018
(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"	NO

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 0.2p each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

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:	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 in ordinary shares of 0.2p each held by directors of Ascent Resources plc:

Class of relevant securities	Ordinary shares of 0.2p each
Name	Number	% of total issued share capital (excluding treasury shares)
Clive Carver	3,304,231*	0.15
Colin Hutchinson	1,570,370	0.07
Nigel Moore	1,339,275**	0.06
Cameron Davies	1,340,800	0.06

*  This number includes 900,997 shares (0.04%) held by Mrs Donna Carver

** This number includes 666,650 shares (0.03%) held by Mrs Elizabeth Moore

B.   Interests in ordinary shares of 0.2p each held by directors of Ascent Resources plc via share options:

Name	Number of share options	Exercise price per share	Date of grant
Clive Carver	13,612,502 13,958,884 1,328,443	1.975p 1.58p 20p	November 2017 May 2015 April 2013
Colin Hutchinson	34,031,255 34,964,709 265,688	1.975p 1.58p 20p	November 2017 May 2015 April 2013
Nigel Moore	6,806,251 6,992,942	1.975p 1.58p	November 2017 May 2015
Cameron Davies	6,806,251 6,992,942	1.975p 1.58p	November 2017 May 2015

The awards are subject to the rules of the 2013 Incentive Scheme. They are not exercisable, unless otherwise provided for under the rules of the scheme for a period of three years from the date of grant.  The options will be capable of exercise for a period of ten years from the date of grant.

C.   Interests held by other presumed concert parties of Ascent Resources plc

Class of relevant securities	Ordinary shares of 0.2p each		Short positions
Name	Number	% of total issued share capital (excluding treasury shares)	Number	% of total issued share capital (excluding treasury shares)
FirstEnergy Capital LLP	Nil	0	Nil	0

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)	YES/NO
Supplemental Form 8 (SBL)	YES/NO

Date of disclosure:	23/04/2018
Contact name:	Dawn Davies
Telephone number:	0207 251 4905

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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