SDX Energy PLC Form 8 (OPD) - SDX Energy plc (3943O)
June 09 2022 - 1:09PM
UK Regulatory
TIDMSDX
RNS Number : 3943O
SDX Energy PLC
09 June 2022
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: SDX Energy plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/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: SDX Energy plc
Use a separate form for each offeror/offeree
---------------
(d) Is the discloser the offeror or the offeree? OFFEREE
---------------
(e) Date position held: 8 June 2022
The latest practicable date prior to the disclosure
---------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect NO
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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:
Interests Short positions
------------- ------------------
Number % Number %
--------- ------------- ---
(1) Relevant securities owned and/or controlled: None 0 None 0
--------- ------------- ---
(2) Cash-settled derivatives: None 0 None 0
--------- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: None 0 None 0
--------- ------------- ---
TOTAL: None 0 None 0
--------- ------------- ---
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:
A. Interests in SDX Energy plc's ordinary shares in which the directors of SDX Energy plc
are interested (including their close relatives and related trusts):
Name Total number Percentage of
of Ordinary Shares total issued share
of SDX Energy capital of SDX
plc Energy plc* (%)
(excluding shares
under option)
Michael Doyle 2,169,669 1.06%
-------------------- --------------------
David Mitchell 1,809,450 0.89%
-------------------- --------------------
Mark Reid 692,897 0.34%
-------------------- --------------------
Tim Linacre 160,000 0.08%
-------------------- --------------------
Catherine Stalker 111,359 0.05%
-------------------- --------------------
Nick Box 97,261 0.05%
-------------------- --------------------
*Total number of ordinary shares issued by SDX Energy plc is 204,563,045 as of 8 June 2022.
The percentages in the table have been rounded to the two nearest decimal places.
B. Interests in SDX Energy plc's outstanding awards and options in which the directors of
SDX Energy plc are interested (including their close relatives and related trusts):
SDX Long-Term Incentive Plan
Name Date of Grant Number of Exercise Vesting
awards/options price date
Mark Reid 31 July 2017 122,296 Nil 31 July 2020
5 March 2018 112,360 Nil 19 March
2021
14 September 1,768,868 Nil
2020 14 September
2023**
-------------- ---------------- --------- --------------
Nick Box 31 July 2017 14,676 Nil 31 July 2020
5 March 2018 13,483 Nil 19 March
2021
14 September 884,434 Nil
2020 14 September
2023**
-------------- ---------------- --------- --------------
** Awards are granted subject to a three year performance period and are subject to the satisfaction
of certain performance criteria.
SDX Stock Option Plan
Name Date of Number of Exercise Expiry
Grant awards/options price date
Michael Doyle 12 July 160,000 GBP0.45 12 July
2017 2022
-------- ---------------- --------- --------
David Mitchell 12 July 160,000 GBP0.45 12 July
2017 2022
-------- ---------------- --------- --------
C. Interests in SDX Energy plc's ordinary shares in which other concert parties of SDX Energy
plc are interested:
None
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: 9 June 2022
Contact name: Nick Box
----------------------
Telephone number: + 44 (0) 203 219 5640
----------------------
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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