Form 8 (DD) - Quanex Building Products Corporation

Quanex Building Products Corp
03 July 2024
 

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

George L. Wilson

(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

Quanex Building Products Corporation ("Quanex")

(d) Status of person making the disclosure:

     e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Person acting in concert with the Offeror (Quanex)

(e) Date dealing undertaken:

1 July 2024

(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"

NO

 

2.         POSITIONS OF THE PERSON 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 following the dealing

 

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

233,160.681

0.704

NIL

NIL

(2) Cash-settled derivatives:

 

NIL

NIL

NIL

NIL

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

NIL

NIL

NIL

NIL

 

     TOTAL:

233,160.68

0.704

NIL

NIL

 

1 This figure includes 92,800 unvested restricted stock awards, of which 29,200 were granted on 7 December 2023, 34,100 were granted on 7 December 2022 and 29,500 were granted on 9 December 2021.  Such stock is issued (with all rights attaching) to the holder on the date of grant on a conditional basis. Such unvested restricted stock awards are not transferrable prior to the vesting date, which in each case is the date which is 3 years from the date of grant (the "Restricted Period").  Pro rata early vesting occurs upon retirement, and full early vesting occurs on change in control, death, or disability.  During the Restricted Period, the holder has voting rights but does not receive dividends.  Dividends are accrued during the Restricted Period and are paid only when the shares vest.

 

 

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 (including directors' and other employee options)

 

Class of relevant security in relation to which subscription right exists:

Common stock units

Details, including nature of the rights concerned and relevant percentages:

 

(a)  Exercisable but unexercised options:

 

Number of common stock units

Grant Date

Exercise period

Exercise price

17,100

30.11.2016

30.11.2026

$19.45

14,400

02.12.2015

02.12.2025

$19.31

6,300

03.12.2014

03.12.2024

$20.28

 

(b)  Unvested performance restricted stock unit awards:

 

Number of common stock units

Grant date

Vesting Date

25,700

07.12.2023

07.12.2026

30,400

07.12.2022

07.12.2025

29,200

09.12.2021

09.12.2024

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

 

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit

N/A

N/A

N/A

N/A

 

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

 

Class of relevant security

Purchases/ sales

 

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

N/A

N/A

N/A

N/A

N/A

 

(b)        Cash-settled derivative transactions

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

N/A

N/A

N/A

N/A

N/A

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

N/A

N/A

N/A

N/A

N/A

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

Common Stock Unit

Purchase of 6.68 Common Stock Units under Employee Stock Purchase Plan

 

Automatic dividend reinvestment

$27.77

 

 

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 or person acting in concert making the disclosure and any other person:

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 or person acting in concert making the disclosure 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:

3 July 2024

Contact name:

George L. Wilson

Telephone number:

+1 713 877 5309

 

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 dealing 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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