Form 8 (OPD) (Rockhopper Exploration plc)

RNS Number : 9130H
Rockhopper Exploration plc
23 May 2014
 

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) Identity of the party to the offer making the disclosure:

Rockhopper Exploration 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


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

     Use a separate form for each party to the offer

Rockhopper Exploration Plc

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

23 May 2014

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

Yes

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

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

 

Class of relevant security:

 

ORD 1p

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0

Nil

0

(2) Derivatives (other than options):

Nil

0

Nil

0

(3) 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 derivative or option positions, 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

 

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.

 

(c)        Irrevocable commitments and letters of intent

 

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

 

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 of any person acting in concert with the party to the offer making the disclosure:

 

Interests



Name

Number of Rockhopper Exploration Plc Common Shares

% of Rockhopper Exploration Plc Share Capital

David McManus (Director)

132,803

0.05%

Robert Peters (Director)

14,287

0.005%

Pierre Jungels (Director)

1,117,644

0.39%

Samuel Moody (Director)

1,550,037

0.54%

Fiona MacAulay (Director)

29,726

0.01%

Stewart MacDonald (Director)

1,996

0.0007%

 

Rights to subscribe:




Options

Exercise Price

Grant date

Exercise Period

Pierre Jungels (Director)

1,500,000

 

42p

August 8, 2005

Options can be exercised up to ten years from date of grant

 

 

 

 

 

Samuel Moody (Director)

425,000

10p

April 11, 2005

Samuel Moody (Director)

1,500,000

42p

August 8,2005

 

 

Rights to subscribe:




Share Appreciation Rights (SARs)*

Base price

Grant date

Exercise Period

Fiona MacAulay (Director)

15,929 SAR awards

 

22,505 SAR awards

 

49,086 SAR awards

372.75p

 

 

303.75p

 

 

159p

January 11, 2011

 

 

January 17, 2012

 

 

January 30, 2013

Vested SARs can be exercised up to ten years from date of grant

Samuel Moody (Director)

76,056 SAR awards

 

77,777 SAR awards

 

91,077 SAR awards

372.75p

 

 

303.75p

 

 

159p

January 11, 2011

 

 

January 17, 2012

 

 

January 30, 2013






 

 

Rights to subscribe:




Long Term Incentive Plan (LTIP)**

Exercise Price

Grant date

Exercise Period

Fiona MacAulay (Director)

312,849 nil cost options

1p

October 8, 2013

Awards will vest following end of a three year performance period subject to the extent performance conditions have been achieved. The exercise period starts on the date of grant and ends on the tenth anniversary of the date of grant.

Samuel Moody (Director)

508,007 nil cost options

1p

October 8, 2013

Stewart MacDonald (Director)

201,117 nil cost options

1p

March 10, 2014

 

*SARs were awarded under the Company's share option scheme. They are designed to deliver a net gain equal to the increase in share price between grant and exercise. SARs can be settled in cash or shares at the discretion of the Remuneration Committee.

 

**Shares have been awarded in the form of nil cost options which vest after three years subject to the extent that performance targets attached to the awards have been satisfied.

 

 

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 3 for each additional class of relevant security.

 

Details of any open derivative or option positions, 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:

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:

23 May 2014

Contact name:

Jan Davies (Company Secretary)

Telephone number:

07733 308318

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

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

 


This information is provided by RNS
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