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

RNS Number : 2944P
Tullow Oil PLC
17 June 2022
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

TULLOW OIL PLC (the "Company")

Rules 8.1 and 8.2 Announcement

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):

 


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

 

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?

 

Yes

 

Capricorn Energy PLC (Offeree)

 

 

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:

 

 

 

 

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

-

 

 

(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%

 

(d)  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 Capricorn Energy PLC:

 

Name

Number of ordinary shares

Percentage of issued share capital

Sarah Wilson(1)

8,915

0.003%

 

(1) Wife of Jeremy Wilson.

 

 

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:

 

 

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:

 

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

 

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 .

 

CONTACTS

Tullow Oil plc

(London)

(+44 20 3249 9000)

Adam Holland (Company Secretary)

Robert Hellwig (Investors)

Matthew Evans (Investors)

George Cazenove (Media) 

 

Camarco

(+44 20 3781 9244)

Billy Clegg

Monique Perks

Rebecca Waterworth

 

 

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