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
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(a) Identity of the party to the offer making the disclosure: |
Elektron Technology plc |
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(b) Owner or controller of interests and 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 to whose relevant securities this form relates: Use a separate form for each party to the offer |
Elektron Technology plc |
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(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEREE |
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(e) Date position held: |
22 April 2014 |
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
NO
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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
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Class of relevant security:
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Ordinary shares of 5 pence each |
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
Nil |
0 |
Nil |
0 |
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(2) Derivatives (other than options): |
Nil |
0 |
Nil |
0 |
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(3) Options and agreements to purchase/sell: |
Nil |
0 |
Nil |
0 |
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TOTAL: |
Nil |
0 |
Nil |
0 |
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
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Class of relevant security in relation to which subscription right exists: |
N/A |
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Details, including nature of the rights concerned and relevant percentages: |
N/A |
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
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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): |
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N/A
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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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: |
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Beneficial interests of certain directors of Elektron Technology plc (and other relevant persons) in Elektron Technology plc's ordinary shares of 5 pence each:
* Exclusive of any interests held under Elektron Technology 2012 Employee Benefit Trust. ** John Kinder is party to an understanding (including as to voting and dealing) with Keith Daley and John Wilson in relation to their respective interests in Elektron Technology plc shares and, accordingly, is deemed to be acting in concert with Mr Daley and Mr Wilson.
Co-Ownership Agreements between:
- Keith Daley and the Trustees of the Elektron Technology 2012 Joint Ownership Plan; and - John Wilson and the Trustees of the Elektron Technology 2012 Joint Ownership Plan,
in respect of the voting rights over a total of 8,644,000 shares held under the Plan.
Voting shall be at the Trustees' absolute discretion. Interests in Elektron Technology plc's ordinary shares of 5 pence each held by Elektron Technology 2012 Employee Benefit Trust:
*The trustee of Elektron Technology 2012 Employee Benefit Trust ("EBT") is Barclays Wealth Trustees (Guernsey) Limited. EBT uses funds provided by the Company to meet the Company's obligations under the Elektron Technology plc Company Share Option Plan, Elektron Technology Savings-Related Share Option Scheme 2012 and Elektron Technology Joint Share Ownership Plan. EBT holds 1,426,000 ordinary shares to satisfy any awards made to the Company's staff members who are not directors, 1,695,650 ordinary shares to satisfy any future awards, 3,310,000 ordinary shares to satisfy any future exercises of options which are currently in existence, including those listed in the table below, and 8,644,000 ordinary shares to satisfy awards made to K. Daley and J. Wilson under Elektron Technology Joint Share Ownership Plan, which are also listed in the table below.
Rights of certain directors of Elektron Technology plc to subscribe for Elektron Technology plc's ordinary shares of 5 pence each under Elektron Technology 2012 Employee Benefit Trust:
* Under the Plan each participant has entered into a co-ownership agreement with the trustee of the Elektron Technology plc 2012 Employee Benefit Trust. Under the terms of each co-ownership agreement the participant has a right to receive the sale proceeds on disposal above £0.30 per share (the 'Base Amount').
In addition to their interest in jointly owned shares, the participants were granted stock appreciation rights which entitle them to the growth in value of a share from £0.25 up to the Base Amount.
The earliest realisation date is the third anniversary of the awards date in respect of 75% of the award and the fifth anniversary of the awards date in respect of 25% of the award. The amount payable by each participant in respect of jointly owned interests is the higher of £0.0075 per share or the amount equal to the unrestricted market value for tax purposes of the interests agreed with HM Revenue & Customs. The last realisation date is 9 January 2022.
Short positions of Electron Technology plc's nominated adviser, finnCap Ltd, in Elektron Technology plc's ordinary shares of 5 pence each:
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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
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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" |
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John Kinder is party to an understanding (including as to voting and dealing) with Keith Daley and John Wilson in relation to their respective interests in Elektron Technology plc shares.
There are no other such arrangements.
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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" |
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Co-Ownership Agreements between:
- Keith Daley and the Trustees of the Elektron Technology 2012 Joint Ownership Plan; and - John Wilson and the Trustees of the Elektron Technology 2012 Joint Ownership Plan,
in respect of the voting rights over a total of 8,644,000 shares held under the Plan.
Voting shall be at the Trustees' absolute discretion.
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
23 April 2014 |
Contact name: |
Martin Reeves |
Telephone number: |
01223 371 000 |
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.