Form 8.1 (Bank of Cyprus Holdings PLC)

RNS Number : 0795Y
Bank of Cyprus Holdings PLC
02 September 2022
 

FORM 8.1(a) & (b)
(Opening Position Disclosure)

 

IRISH TAKEOVER PANEL

 

OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE

 

1.  KEY INFORMATION

 

(a)  Full name of discloser:

Bank Of Cyprus Holdings 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.

N/A

(c)  Name of offeror/offeree in relation to whose relevant securities this form relates:

 

Use a separate form for each offeror/offeree

Bank Of Cyprus Holdings Plc

(d)  Is the discloser the offeror or the offeree?

Offeree

(e)  Date position held:

 

The latest practicable date prior to the disclosure

1 September 2022

(f)  In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer?

 

If it is a cash offer or possible cash offer, state "N/A"

 N/A

 

 

2.  INTERESTS AND SHORT POSITIONS

 

If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

 

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)

 

Class of relevant security: (Note 2)


Interests

Short positions

Number

%

Number

%

(1)  Relevant securities owned and/or controlled:

NIL

-

NIL

-

(2)  Cash-settled derivatives:

NIL

-

NIL

-

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

NIL

-

NIL

-

Total

NIL

-

NIL

-

 

All interests and all short positions should be disclosed.

 

Details of options including rights to subscribe for new securities and 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.

 

3.  INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE

 

Details of any interests and short positions (including Directors' and other employee options) of any person acting in concert with the party making the disclosure:

(a)  Bank of Cyprus Holdings Plc Directors

 

The following Directors of Bank of Cyprus Holdings Plc and their connected persons have the interests in Bank of Cyprus Holdings Plc set out below:

 

Director

Class of
relevant
security

Number of ordinary shares held at 1 September 2022

Percentage of total issued share capital (rounded)

Efstratios-Georgios Arapoglou

Ordinary Shares of €0.10 each

46,500

0.01%

Arne Berggren

Ordinary Shares of €0.10 each

25,000

0.01%

Ioannis Zographakis

Ordinary Shares of €0.10 each

3,014

0.00%

Paula Hadjisotiriou

Ordinary Shares of €0.10 each

7

0.00%

Constantine Iordanou

Ordinary Shares of €0.10 each

246,773

0.06%

Maria Philippou

Ordinary Shares of €0.10 each

1

0.00%

Panicos Nicolaou

Ordinary Shares of €0.10 each

5,027

0.00%

Eliza Livadiotou

Ordinary Shares of €0.10 each

35

0.00%

TOTAL

 

326,357

0.07%

 

(b)  Interests of Chryssafinis and Polyviou, Cypriot legal advisers to Bank of Cyprus Holdings Plc, and of its staff meeting the criteria set out in Rule 3.3(b)(v):

 

Director

Class of Relevant Security

Number of ordinary shares held at 1 September 2022

Percentage of total issued share capital (rounded)

Chryssafinis and Polyviou LLC

Ordinary Shares of €0.10 each

29,401 

0.01%

Chryssafinis and Polyviou (Partnership)

Ordinary Shares of €0.10 each

3,417 

0.00%

George Middleton

Ordinary Shares of €0.10 each

6,131

0.00%

Polyvios G. Polyviou

Ordinary Shares of €0.10 each

84,094

 

0.02%

Michalis Kramvis

Ordinary Shares of €0.10 each

894

0.00%

Cleo Kramvi

Ordinary Shares of €0.10 each

7,033

0.00%

 

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.

 



 

Ap11

 

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

 

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

 

None.

 

 

(c)  Attachments

 

Is a Supplemental Form 8 attached?

YES/NO

 

 

 

No

 

Date of disclosure:

2 September 2022

Contact name:

 Katia Santis, Company Secretary

Telephone number:

 + 357 22 122080

 

Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.



 

Ap12

 

NOTES ON FORM 8.1(a) and (b)

 

1.  See the definition of "interest in a relevant security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.

 

2.  See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.

 

3.  If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

 

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

 

References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

 

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