Form 8.3 - Serica Energy PLC

RNS Number : 6368T

Serica Energy PLC

25 July 2022

 

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:	Serica Energy 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	Serica Energy plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:   The latest practicable date prior to the disclosure	25 July 2022
(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"	YES If YES, specify which: Kistos plc (Offeree)

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:	Serica Energy plc ordinary shares of 10p each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	N/A	-	N/A	-
(2) Cash-settled derivatives:	N/A	-	N/A	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	N/A	-	N/A	-
TOTAL:	N/A	-	N/A	-

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:	N/A
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:

The directors of Serica Energy plc have the following interests in Serica Energy plc ordinary shares: (a) Interests in Serica Energy plc shares held by the directors of Serica Energy plc and their close persons and related trusts: Director Role Number of ordinary shares Percentage of total issued share capital (3 decimal places) Antony Craven Walker Chairman 7,357,694 2.575 Mitch Flegg CEO 184,445 0.065 Andrew Bell CFO 18,709 0.007 Malcolm Webb Director 64,506 0.023 Total - 7,625,354 2.669 (b) Serica 2005 Option Plan Director Role Date of grant Exercise price Number of ordinary shares over which rights have been granted and are outstanding Vesting period Antony Craven Walker Chairman 29 June 2015 12p 1,000,000 3 years from date of grant 29 June 2015 18p 1,000,000 3 years from date of grant 29 June 2015 24p 500,000 3 years from date of grant Total 2,500,000* Note: 2,710,544 including dividend accruals. (c) Long Term Incentive Plan - Deferred Share Bonus Awards Director Role Date of grant Exercise price Total number of shares granted subject to Deferred Bonus Share Awards Total including dividend accruals Exercise Period Antony Craven Walker Chairman 30 November 2017 Nil 225,000 243,948 Up to 5th anniversary of date of grant Mitch Flegg CEO 30 November 2017 Nil 225,000 243,948 Up to 5th anniversary of date of grant Andrew Bell CFO 30 November 2017 Nil 138,000 149,622 Up to 5th anniversary of date of grant (d) Performance Share Awards Director Role Date of grant Exercise price Total number of shares granted subject to Performance Share Awards Total including dividend accruals Exercise Period Antony Craven Walker Chairman 25 May 2018 Nil 1,500,000 1,626,326 See Note 1 1 March 2019 Nil 411,067 445,686 See Note 2 18 May 2020 Nil 386,100 418,616 See Note 2 17 May 2021 Nil 587,349 621,907 See Note 3 16 May 2022 Nil 138,300 142,667 See Note 4 Mitch Flegg CEO 25 May 2018 Nil 1,500,000 1,626,326 See Note 1 5 March 2019 Nil 411,067 445,686 See Note 2 18 May 2020 Nil 386,100 418,616 See Note 2 17 May 2021 Nil 587,349 621,907 See Note 3 16 May 2022 Nil 147,615 152,277 See Note 4 Andrew Bell CFO 25 May 2018 Nil 800,000 867,373 See Note 1 5 March 2019 Nil 234,308 254,040 See Note 2 18 May 2020 Nil 224,478 243,382 See Note 2 17 May 2021 Nil 306,210 324,226 See Note 3 16 May 2022 Nil 92,576 95,499 See Note 4 *Note 1 : Up to 10th anniversary of date of grant. *Note 2 : Subject to vesting criteria based on absolute share price performance over a three year period. *Note 3 : Subject to vesting criteria based on absolute share price performance over a three year period (75%) and on reductions in carbon intensity of production from the BKR assets (25%). Note 4 : Subject to vesting criteria based on absolute share price performance over a three year period and specific performance targets related to carbon emissions from operations over the same period. For the awards to vest in full, a 100% increase in average share price must be maintained for at least a six-month period together with a significant decrease in carbon emissions per barrel of oil equivalent produced.

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"

N/A

(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"

N/A

(c)  Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:
Contact name:	Mitch Flegg, CEO
Telephone number:	[phone]

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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