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Vivo Energy (VVO)

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Wednesday 08 December, 2021

Vivo Energy

Form 8 (OPD) (Vivo Energy plc)

RNS Number : 9870U
Vivo Energy PLC
08 December 2021
 

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:

Vivo 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

Vivo Energy plc

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

OFFEREE

(e) Date position held:

  The latest practicable date prior to the disclosure

7 December 2021

(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

 

Class of relevant security:

 

Ordinary shares

 

 

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:

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:

 

Independent Vivo Directors

 

a)  The following Independent Vivo Directors (as defined in the Rule 2.7 Announcement dated 25 November 2021) have the interests in Vivo Energy plc set out below:

 

Vivo Energy plc director

Position

Number of ordinary

shares

 

Percentage

holding of

Vivo Energy plc issued share capital (to

three decimal

places)

 

John Daly

Chairman

271,666

0.021%

Christian Chammas

Chief Executive Officer

7,367,949

0.582%

Thembalihle Hixonia Nyasulu

Senior Independent Director

22,000

0.002%

Carol Arrowsmith

Independent Non-Executive Director

37,878

0.003%

Christopher Rogers

Independent Non-Executive Director

65,803

0.005%

Gawad Abaza

Independent Non-Executive Director

20,000

0.002%

Temitope Lawani

Non-Executive Director

19,560,150[1]

1.544%

TOTAL

 

27,345,446

2.158%

 

 

b)  The following Independent Vivo Directors have rights to the scheme interests set out below:

 

Vivo Long Term Incentive Plan

 

Vivo Energy plc director

Position

Maximum number of ordinary shares awarded[2]

Date of

grant

 

Share price at grant (£)[3]

Exercise price per share (£)

Vesting date

Lapse date

Christian Chammas

Chief Executive Officer

404,324[4]

8 August 2018

1.4800

Nil

11 March 2022

11 March 2022

1,222,420

12 March 2019

1.31

Nil

12 March 2022

12 March 2023

1,454,548

11 March 2020

1.10

Nil

11 March 2023

11 March 2024

1,651,528

7 April 2021

0.9688

Nil

7 April 2024

7 April 2025

Doug Lafferty

Chief Financial Officer

825,764

7 April 2021

0.9688

Nil

7 April 2024

7 April 2025

 

 

Persons deemed to be acting in concert with Vivo Energy plc

 

c)  The following interests are held by persons deemed to be acting in concert with Vivo Energy plc :

 

Name

Number of ordinary shares

Percentage holding of Vivo Energy plc 's issued share capital (to three decimal places)

N/A

N/A

N/A

 

 

 

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:

8 December 2021

Contact name:

Minna Gonzalez-Gomez

Telephone number:

+44 (0) 20 3034 3718

 

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 .

 

 

[1] Note, this figure forms part of the 27% shareholding of the Helios Entities (as defined and set out in the Rule 2.7 Announcement dated 25 November 2021), and in respect of which the Helios Entities have given irrevocable undertakings.

[2] The table does not reflect dividend equivalents that accrue on the awards.

[3] The information in this column refers to the price the shares were granted at, and not the trading price of Vivo Energy plc's shares on that date.

[4] Actual number of ordinary shares vested.

 

 

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