Form 8 (OPD) Independent Oil and Gas plc

RNS Number : 6450Z

Independent Oil & Gas PLC

22 September 2020

 

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:	Independent Oil and Gas 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	Independent Oil and Gas plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:   The latest practicable date prior to the disclosure	21 September 2020
(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"	Deltic Energy plc

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 1 pence each
	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 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)  Ordinary shares of 1 pence each ("Ordinary Shares") London Oil & Gas Limited (In Administration) and Lombard Odier Asset Management (Europe) Limited are deemed by the Panel to be acting in concert with Independent Oil & Gas plc. Name Number of Ordinary Shares held % of Ordinary Shares held London Oil & Gas Limited (In Administration) 143,011,359* 29.78% Lombard Odier Asset Management (Europe) Limited 123,980,066 25.82% Rupert Newall (Director) and persons closely associated 3,767,050 0.78% Andrew Hockey (Director) 790,729 0.16% Mark Hughes (Director) 693,770 0.14% Esa Ikaheimonen (Director) 500,000 0.10% Fiona MacAulay (Director) 200,000 0.04% * These shares are subject to orderly market arrangements given to the Company, FinnCap Limited, Peel Hunt LLP and Cenkos Securities PLC for a period of 12 months from 28 October 2019 pursuant to which any sales by London Oil & Gas Limited can only be made through the Company's brokers on an orderly market basis subject to certain carve outs. (b)  Options over Ordinary Shares (1) Granted Total number of ordinary shares Exercise Price Expiry Date Andrew Hockey 1 Mar 2018 1,600,000 20p 28 Feb 2028 1 May 2019 235,294 12.75p 30 Apr 2029 1 May 2019 1,364,706 12.75p 30 Apr 2029 31 Aug 2019 267,740 1p* 31 Aug 2024 1 April 2020 62,460 1p* 31 Mar 2025 2 Jan 2020 2,256,410 1p 1 Jan 2030 Mark Hughes 27 Jul 2018 1,000,000 35p 27 July 2028 1 May 2019 235,294 12.75p 30 Apr 2029 1 May 2019 764,706 12.75p 30 Apr 2029 31 Aug 2019 182,063 1p* 31 Aug 2024 1 April 2020 42,473 1p* 31 Mar 2025 2 Jan 2020 1,572,650 1p 1 Jan 2030 Rupert Newall 1 May 2019 235,294 12.75p 30 Apr 2029 1 May 2019 964,706 12.75p 30 Apr 2029 31 Aug 2019 240,966 1p* 31 Aug 2024 1 April 2020 56,214 1p* 31 Mar 2025 2 Jan 2020 1,709,402 1p 1 Jan 2030 Neil Hawkings 24 May 2019 600,000 13.5p 23 May 2029 31 Aug 2019 18,061 1p* 31 Aug 2024 1 April 2020 9,994 1p* 31 Mar 2025 Esa Ikaheimonen 1 May 2019 600,000 12.75p 30 Apr 2029 31 Aug 2019 136,606 1p* 31 Aug 2024 1 April 2020 39,974 1p* 31 Mar 2025 1 April 2020 114,152 1p* 31 Mar 2025 Fiona MacAulay 1 May 2019 1,000,000 12.75p 30 Apr 2029 * This exercise price has been satisfied by the sacrifice of salary and these options are granted with no vesting conditions. Note 1: Details of the vesting criteria for the option grants can be found in Independent Oil and Gas's announcements of 2 January 2020, 24 May 2019, 1 May 2019, and 27 July 2018.  (c)  Convertible loan notes Name Issue date Conversion Price Principal Amount Outstanding Number of ordinary shares to be issued on full conversion London Oil & Gas Limited (In Administration) 28 October 2019 19.00p £11,600,000 60,872,631 (d)  Warrants Name Conversion Price Number of warrants held Expiry Date Date of Grant London Oil & Gas Limited (In Administration) 8.00p 7,500,000 31-Dec-20 11 December 2015 London Oil & Gas Limited (In Administration) 11.90p 5,777,310 31-Dec-20 11 December 2015 London Oil & Gas Limited (In Administration) 32.18p 20,000,000 31-Aug-23 13 September 2018

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:	21 September 2020
Contact name:	Andrew Hockey, CEO
Telephone number:	0203 879 0510

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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