Foreign Filer Report • Apr 16, 2015
Foreign Filer Report
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RNS Number : 4277K
Trinity Exploration & Production
16 April 2015
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: | Trinity Exploration & Production 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 |
Trinity Exploration & Production plc |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held: The latest practicable date prior to the disclosure |
16 April 2015 |
| (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" |
YES / NO / N/A If YES, specify which: NO |
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 of US$1.00 each in the offeree | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | ||||
| (2) Cash-settled derivatives: | ||||
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | ||||
| TOTAL: | N/A | N/A |
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: | ||
| Shares held by directors of Trinity Exploration & Production plc (and persons presumed to be acting in concert with the directors): | ||
| Name | Number of Shares of US$1.00 each | Percentage of existing issued share capital |
| Charles Anthony Brash (director of Trinity Exploration & Production plc) | 1,342,354 | 1.42 |
| Daniel Cuthbert Brash (presumed to be acting in concert with Charles Anthony Brash) | 671,551 | 0.71 |
| David Bernard Brash (presumed to be acting in concert with Charles Anthony Brash) | 671,551 | 0.71 |
| Well Services Holdings Limited (presumed to be acting in concert with Charles Anthony Brash) | 2,907,562 | 3.07 |
| Bruce Dingwall (director of Trinity Exploration & Production plc) | 5,815,498 | 6.13 |
| Jonathan Murphy (director of Trinity Exploration & Production plc) | 4,977,421 | 5.25 |
| Prelude Holdings Limited (presumed to be acting in concert with Finian O'Sullivan, a director of the Company) | 2,929,951 | 3.09 |
| Mr and Mrs O'Sullivan (presumed to be acting in concert with Finian O'Sullivan, a director of the Company) | 651,815 | 0.68 |
| The O'Sullivan Family Charitable Trust (presumed to be acting in concert with Finian O'Sullivan, a director of the Company) | 44,400 | 0.04 |
| Joel Pemberton (director of Trinity Exploration & Production plc) | 525,960 | 0.55 |
| Long Term Incentive Plan - July 2013 | |||
| Date of Award | Number of shares | Vesting Date | |
| Bruce Dingwall (director of Trinity Exploration & Production plc) | 01.07. 2013 | 189,600 | 01.01.2017 |
| Joel Pemberton (director of Trinity Exploration & Production plc) | 01.07.2013 | 237,000 | 01.01.2017 |
| Mirror Scheme | ||||
| Date of Grant | No. of shares over which option held | Exercise Price of each option (US$) | Vesting Date | |
| Bruce Dingwall (director of Trinity Exploration & Production plc) | 14.02.2014 | 625,908 | 1.3416 | 14.02.2017 |
| Joel Pemberton (director of Trinity Exploration & Production plc) | 14.02.2014 | 493,548 | 1.3416 | 14.02.2017 |
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: | 16.04.15 |
| ###### Contact name: | Amanda Bateman |
| ###### Telephone number: | 0131 240 3860 |
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 [email protected]. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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