24 Dec 2014 13:26
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 making the disclosure: | INFINIS 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 | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | INFINIS ENERGY PLC |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
(e) Date position held: | 23/12/2014 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO |
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
Class of relevant security:
| ORD 1P | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
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 right exists: | Nil |
Details, including nature of the rights concerned and relevant percentages: | Nil |
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): |
Nil
|
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
3.1 Shares held by the directors of Infinis Energy plc
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: | ||
SHARE OF ORD 1P SHARES | ||
Number | % | |
Ian Marchant | 38,461 | 0.013% |
Dunelm Energy Limited (a connected person of Ian Marchant) | 101,923 | 0.034% |
Chris Cole | 30,769 | 0.010% |
Alan Bryce | 19,615 | 0.00654% |
Ray King | 19,230 | 0.006% |
Eric Machiels | 198,207 | 0.066% |
Gordon Boyd | 198,207 | 0.066% |
TOTAL
|
606,412 |
0.202% |
3.2 Shares beneficially held by directors of Infinis Energy plc as part of the Pre-IPO LTIP arrangements (not included in 3.1 above)
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: |
BENEFICIAL OWNERSHIP OF ORD 1P SHARES UNDER THE PRE-IPO LTIP | ||
Number | % | |
Eric Machiels | 198,207 | 0.066% |
Gordon Boyd | 198,207 | 0.066% |
TOTAL
|
396,414 |
0.132% |
NOTE: These shares are currently legally held by Infinis Energy Services Limited, a subsidiary of Infinis Energy plc and, subject to forfeiture provisions, will be released to the directors on 20 November 2015.
3.3 Rights to subscribe in ordinary shares of Infinis Energy plc held by the directors of Infinis Energy plc
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: |
RIGHT TO SUBSCRIBE TO ORDINARY 1P SHARES | ||
Conditional awards of ordinary shares under the Infinis Energy plc Long Term Incentive Plan
| ||
Director | Number of 1p ordinary shares | Performance Period |
2013 awards | ||
Eric Machiels | 220,673 | 20 November 2013 - 20 November 2016 |
Gordon Boyd | 173,076 | 20 November 2013 - 20 November 2016 |
2014 awards | ||
Eric Machiels | 102,364 | 20 November 2014 - 20 November 2017 |
Gordon Boyd | 75,935 | 20 November 2014 - 20 November 2017 |
TOTAL
|
572,048 |
|
NOTE: the shares the subject of the conditional awards are, subject to performance conditions being met, eligible to vest on the third anniversary of the date of grant.
3.4 Shares interests of connected advisors
Barclays PLC
Class of relevant security:
| ORD 1P | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
RBC Europe Limited (trading as RBC Capital Markets)
Class of relevant security:
| ORD 1P | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
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 |
(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) | YES/NO |
Supplemental Form 8 (SBL) | YES/NO |
Date of disclosure: | 23 DECEMBER 2014 |
| Contact name: | JAMES MILNE, HEAD OF LEGAL, INFINIS ENERGY PLC |
| Telephone number: | 01604 742337 |
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