Form 8 (OPD) - Tullow Oil PLC (Amendment)

RNS Number : 3620P
Tullow Oil PLC
17 June 2022
 

REVISED FORM 8 (OPD) - AMENDMENT TO SECTION 3 FOR DISCLOSURE RELATING ONLY TO THE RELEVANT SECURITIES OF TULLOW OIL PLC. THIS FORM DOES NOT OTHERWISE CONTAIN ANY AMENDMENT TO THE ORIGINAL ANNOUNCEMENT DATED 17 JUNE 2022 (RNS NUMBER: 2944P).

 

 

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:

Tullow Oil 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

Tullow Oil PLC (Offeror)

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

Offeror

(e) Date position held:

  The latest practicable date prior to the disclosure

16 June 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

 

Capricorn Energy 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:

 

 

 

 

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:

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 held by the directors of Tullow Oil PLC, their close relatives and the related trusts of any of them in the ordinary shares of Tullow Oil PLC (excluding the options set out below):

 

Name

Number of ordinary shares

Percentage of issued share capital

Michael Daly

4,795

0.0003%

Rahul Dhir

1,346,000

0.0936%

Martin Greenslade

60,000

0.0042%

Mitchell Ingram

50,000

0.0035%

Sheila Khama

7,070

0.0005%

Jeremy Wilson

87,959

0.0061%

 

(b)  Options held by directors of Tullow Oil PLC, their close relatives and the related trusts of any of them:

 

Name

Plan

Date of award

Number of ordinary shares under option

Exercise price

(GBP)

Vesting date

Rahul Dhir

2020 PDMR Buyout Award

5 August 2020

9,000,000

Nil

1 July  2025

Tullow Incentive Plan

15 March 2021

319,316

Nil

15 March 2026

Tullow Incentive Plan

14 March 2022

1,104,269

Nil

14 March 2027

 

(c)  Interests held by the connected advisers of Tullow Oil PLC in the ordinary shares of Tullow Oil PLC

 

Connected Adviser

Registered and beneficial owner

Number of ordinary shares

Percentage of issued share capital

IC Securities (Ghana) Limited

Kwabena Osei-Boateng

1,000

0.0001%

 

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:

17 June 2022

Contact name:

Adam Holland

Telephone number:

+44 20 3249 9000

 

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 +44 (0)20 7638 0129.

 

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

 

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