FORM 8 - Public Opening Position Disclosure

Gama Aviation PLC

28 March 2024

 

FORM 8 (OPD)

Gama Aviation plc

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:	1. Marwan Khalek
	2. Bermesico Holdings Limited & Gesafi Real Estate S.A.
(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.	1. N/A
	2. The Capri Family Trust (Jersey) Trustee: Solaro AG, located at Ringstrasse 14, 7000 Chur, Switzerland with Wolfgang Klien, Jürg Greter and Christian Gstöhl as Directors Settlor: The Capri Family Foundation, located at PH Venturi House, 49 St, Bella Vista, Panama City, Panama Beneficiaries: The descendants of Tom (Shlomo) Wyler The Foundation was established in 2009 by the late Ernst Wyler (2012). Tom (Shlomo) Wyler is a consultant to the Foundation, however, for clarity, Tom Wyler disclaims control and a beneficial ownership in the Trust and Foundation.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Gama Aviation plc
(d) Is the discloser the offeror or the offeree?	JOINT OFFERORS
(e) Date position held:      The latest practicable date prior to the disclosure	27 March 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"	N/A

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

1. MARWAN KHALEK

Class of relevant security:	1p Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:1	14,179,607	22.14	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	14,179,607	22.14	NIL	-

¹Includes 3,000,000 ordinary shares held in trust for the benefit of Marwan Khalek family members.

2. BERMESICO HOLDINGS LIMITED & GESAFI REAL ESTATE S.A.²

Class of relevant security:	1p Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	14,361,483	22.43	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	14,361,483	22.43	NIL	-

²Bermesico Holdings Limited holds 12,145,726 shares and Gesafi Real Estate S.A. holds 2,215,757.

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:	1p Ordinary shares
Details, including nature of the rights concerned and relevant percentages:	1. Marwan Khalek Option Holder Number of options Date of grant Vesting date Exercise price Expiry date Marwan Khalek 526,526 29-Mar-21 29-Mar-24 1p 28-Mar-31
	2. Bermesico Holdings Limited & Gesafi Real Estate S.A. 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 (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 parties acting in concert with the Offerors Shareholder Number of Ordinary Shares in Gama Aviation plc Percentage of total issued share capital  Crescent Enterprises Ltd (UAE) 2,597,810 4.05%  Alireza Ittihadieh  (via Lombard Odier Darier Hentsch & Cie) 1,503,000 2.34% Sheikh Mohammed Bin Abdullah Al Thani (via Felix Trading Co LLC) 865,936 1.35%  Ghassan Abdel-Khalek 627,476 0.98%  Stephen Wright  (via St. Anns Square Nominees Limited & own name) 263,188 0.41%   GAMA Group Employee Benefit Trust 219,310 0.34% Total MK Concert Party 6,076,720 9.49% (b) Interests held as options or awards under the share plans of Gama Aviation plc by those acting in concert with the Offerors Option Holder Number of options Date of grant Vesting date Exercise price Expiry date Stephen Wright 262,500 29-Mar-21 29-Mar-24 68.8 pence 28-Mar-31 125,000 26-Mar-21 26-Mar-24 39.0 pence 25-Mar-31 289,099 29-Mar-21 29-Mar-24 1.0 pence 28-Mar-31 Total 676,599

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:	22 March 2024
Contact name:	Marwan Khalek Rouven Schwarz (for Bermesico Holdings Limited & Gesafi Real Estate S.A.)
Telephone number:	[phone] [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