TIDMGED
RNS Number : 6406I
Global Energy Development PLC
17 June 2011
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) Identity of the party to the offer HKN, Inc.
making the disclosure:
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(b) Owner or controller of interests and N/A
short positions disclosed, if different
from 1(a): The naming of nominee or
vehicle companies is insufficient
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(c) Name of offeror/offeree in relation GLOBAL ENERGY DEVELOPMENT PLC
to whose relevant securities this form
relates: Use a separate form for each
party to the offer
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(d) Is the party to the offer making the OFFEROR
disclosure the offeror or the offeree?
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(e) Date position held: 16 JUNE 2011
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(f) Has the party previously disclosed, NO
or is it today disclosing, under the Code
in respect of any other party to this
offer?
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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
Ordinary shares of 1p each
Class of relevant security: ISIN GB0031461949
------------------------------------- ---------------------------------------
Interests Short positions
------------------------------------- ------------------- ------------------
Number % Number %
------------------------------------- ----------- ------ ---------- ------
(1) Relevant securities owned
and/or controlled: 11,893,462 33.25 None None
------------------------------------- ----------- ------ ---------- ------
(2) Derivatives (other than
options): None None None None
------------------------------------- ----------- ------ ---------- ------
(3) Options and agreements to
purchase/sell: None None None None
------------------------------------- ----------- ------ ---------- ------
TOTAL: 11,893,462 33.25 None None
------------------------------------- ----------- ------ ---------- ------
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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 N/A
right exists:
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Details, including nature of the rights concerned N/A
and relevant percentages:
------------------------------------------------------------- ----
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.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters
of intent procured by the party to the offer making
the disclosure or any person acting in concert with
it (see Note 3 on Rule 2.11 of the Code):
----------------------------------------------------------
Mikel Faulkner, a director of both the Offeree and
the Offeror, is deemed to be acting in concert with
the Offeror and Stephen Voss, a director of the Offeree,
have given irrevocable undertakings to the Offeror
that they will not accept the Offer in respect of
options held by them which have vested:
No. of
options
over Global
Shares
subject to
No. of an
options irrevocable
over Global undertaking
Shares with an Percentage
subject to exercise of Global
an price under Diluted
irrevocable 72p per Share
Optionholder undertaking share Capital
Mikel
Faulkner 1,890,000 1,560,000 3.97
Stephen Voss 1,200,000 1,000,000 2.54
----------------------------------------------------------
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 of any person acting in concert with
the party to the offer making the disclosure:
------------------------------------------------------------
Parties deemed to be acting in concert with HKN, Inc.
are beneficially interested in 5,743,162 ordinary
shares of the Offeree, representing approximately
16.06 per cent. of the Offeree's issued share capital.
These comprise the following shareholdings:
Number of Global
Shareholder Shares %
Lyford Limited 5,331,300 14.91
Evansville Limited 176,612 0.49
Mikel Faulkner 235,250 0.66
------------------ ------
5,743,162 16.06
================== ======
In addition, on 16 June 2011 Lyford Limited entered
into an acquisition agreement with the United States
Marshals Service to purchase an additional 3,565,936
ordinary shares of the Offeree, representing 9.97
per cent. of the Offeree's issued share capital. Following
completion of such acquisition, the Offeror and persons
acting in concert with it will be beneficially interested
in a total of 21,202,560 ordinary shares, equivalent
to 59.28 per cent. of the issued share capital.
------------------------------------------------------------
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 3 for each additional class of
relevant security.
Details of any open derivative or option positions, 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:
If there are no such agreements, arrangements or understandings,
state "none"
------------------------------------------------------------------
None
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(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: 16 June 2011
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Contact name: David Worlidge
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Telephone number: 020 7628 2200
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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