AI Terminal
Energy SpA
Major Shareholding Notification • Aug 30, 2024
4100_rns_2024-08-30_ad8f028d-77e4-41c3-a965-33e3c2fc8df4.html
Major Shareholding Notification
Open in ViewerOpens in native device viewer
National Storage Mechanism | Additional information 
RNS Number : 4056C
Gran Tierra Energy Inc.
30 August 2024
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: | Gran Tierra Energy Inc. |
| (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 |
i3 Energy PLC |
| (d) Is the discloser the offeror or the offeree? | Offeror |
| (e) Date position held: The latest practicable date prior to the disclosure |
29 August 2024 |
| (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" |
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: | Common stock with a par value of US$0.001 | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
| (2) Cash-settled derivatives: | Nil | - | Nil | - |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
| TOTAL: | Nil | - | Nil | - |
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 held by the directors of Gran Tierra Energy Inc and their close relatives and related trusts
| Name | Position | Number of Gran Tierra Energy Inc. Shares | % total issued share capital of Gran Tierra |
| Peter Dey | Board member | 2,000 | 0.00% |
| Evan Hazell | Board member | 5,500 | 0.02% |
| Robert Hodgins | Chairman | 2,000 | 0.00% |
| Ronald Royal | Board member | 19,967 | 0.07% |
| David Smith | Board member | 55,500 | 0.18% |
| Brooke Wade | Board member | 213,360 | 0.70% |
| Gary Guidry | President and Chief Executive Officer | 424,369 | 1.38% |
(b) Options and awards held by directors of Gran Tierra Energy Inc
Share purchase options
| Gran Tierra Director | Grant Date | Exercise Price | Number of Shares | Expiry Date | ||
| Gary Guidry | 28-Feb-2020 | $7.70 | 97,674 | 28 February 2025 | ||
| 01-Mar-2021 | $8.20 | 68,853 | 1 March 2026 | |||
| 24-Feb-2022 | $14.20 | 37,500 | 24 February 2027 | |||
| 23-Feb-2023 | $8.60 | 53,165 | 23 February 2028 | |||
| Peter Dey | 01-Oct-2019 | $11.70 | 1,088 | 1 October 2024 | ||
| 01-Jan-2020 | $12.90 | 1,020 | 1 January 2025 | |||
| 01-Apr-2020 | $2.30 | 4,798 | 1 April 2025 | |||
| 01-Jul-2020 | $3.50 | 1,970 | 1 July 2025 | |||
| 01-Oct-2020 | $2.30 | 4,798 | 1 October 2025 | |||
| 01-Jan-2021 | $3.60 | 3,021 | 1 January 2026 | |||
| 01-Apr-2021 | $7.20 | 1,483 | 1 April 2026 | |||
| 01-Jul-2021 | $7.80 | 1,382 | 1 July 2026 | |||
| 01-Oct-2021 | $7.60 | 1,382 | 1 October 2026 | |||
| 03-Jan-2022 | $7.60 | 1,359 | 3 January 2027 | |||
| 01-Apr-2022 | $15.70 | 647 | 1 April 2027 | |||
| 01-Jul-2022 | $11.50 | 841 | 1 July 2027 | |||
| 01-Oct-2022 | $12.10 | 735 | 1 October 2027 | |||
| 01-Jan-2023 | $9.90 | 906 | 1 January 2028 | |||
| David Smith | 01-Oct-2019 | $11.70 | 1,088 | 1 October 2024 | ||
| 01-Jan-2020 | $12.90 | 1,020 | 1 January 2025 | |||
| 01-Apr-2020 | $2.30 | 4,798 | 1 April 2025 | |||
| 01-Jul-2020 | $3.50 | 2,417 | 1 July 2025 | |||
| 01-Oct-2020 | $2.30 | 4,798 | 1 October 2025 | |||
| 01-Jan-2021 | $3.60 | 3,021 | 1 January 2026 | |||
| 01-Apr-2021 | $7.20 | 1,483 | 1 April 2026 | |||
| 01-Jul-2021 | $7.80 | 1,382 | 1 July 2026 | |||
| 01-Oct-2021 | $7.60 | 1,382 | 1 October 2026 | |||
| 03-Jan-2022 | $7.60 | 1,359 | 3 January 2027 | |||
| 01-Apr-2022 | $15.70 | 647 | 1 April 2027 | |||
| 01-Jul-2022 | $11.50 | 841 | 1 July 2027 | |||
| 01-Oct-2022 | $12.10 | 735 | 1 October 2027 | |||
| 01-Jan-2023 | $9.90 | 906 | 1 January 2028 | |||
| 01-Apr-2023 | $8.80 | 1,020 | 1 April 2028 | |||
| 01-Jul-2023 | $5.03 | 1,808 | 1 July 2028 | |||
| 01-Oct-2023 | $6.94 | 1,276 | 1 October 2028 | |||
| 01-Jan-2024 | $5.64 | 1,970 | 1 January 2029 | |||
| 01-Apr-2024 | $7.20 | 1,508 | 1 April 2029 | |||
| 01-Jul-2024 | $9.61 | 1,118 | 1 July 2029 | |||
| Ronald Royal | 01-Oct-2019 | $11.70 | 1,088 | 1 October 2024 | ||
| 01-Jan-2020 | $12.90 | 1,020 | 1 January 2025 | |||
| 01-Apr-2020 | $2.30 | 4,798 | 1 April 2025 | |||
| 01-Jul-2020 | $3.50 | 1,970 | 1 July 2025 | |||
| 01-Oct-2020 | $2.30 | 4,798 | 1 October 2025 | |||
| 01-Jan-2021 | $3.60 | 3,021 | 1 January 2026 | |||
| 01-Apr-2021 | $7.20 | 1,483 | 1 April 2026 | |||
| 01-Jul-2021 | $7.80 | 1,382 | 1 July 2026 | |||
| 01-Oct-2021 | $7.60 | 1,382 | 1 October 2026 | |||
| 03-Jan-2022 | $7.60 | 1,359 | 3 January 2027 | |||
| 01-Apr-2022 | $15.70 | 647 | 1 April 2027 | |||
| 01-Jul-2022 | $11.50 | 841 | 1 July 2027 | |||
| 01-Oct-2022 | $12.10 | 735 | 1 October 2027 | |||
| Evan Hazell | 01-Oct-2019 | $11.70 | 1,088 | 1 October 2024 | ||
| 01-Jan-2020 | $12.90 | 1,020 | 1 January 2025 | |||
| 01-Apr-2020 | $2.30 | 4,798 | 1 April 2025 | |||
| 01-Jul-2020 | $3.50 | 2,417 | 1 July 2025 | |||
| 01-Oct-2020 | $2.30 | 4,798 | 1 October 2025 | |||
| 01-Jan-2021 | $3.60 | 3,021 | 1 January 2026 | |||
| 01-Apr-2021 | $7.20 | 1,483 | 1 April 2026 | |||
| 01-Jul-2021 | $7.80 | 1,382 | 1 July 2026 | |||
| Brooke Wade | 01-Oct-2019 | $11.70 | 1,088 | 1 October 2024 | ||
| 01-Jan-2020 | $12.90 | 1,020 | 1 January 2025 | |||
| 01-Apr-2020 | $2.30 | 4,798 | 1 April 2025 | |||
| 01-Jul-2020 | $3.50 | 1,970 | 1 July 2025 | |||
| 01-Oct-2020 | $2.30 | 4,798 | 1 October 2025 | |||
| 01-Jan-2021 | $3.60 | 3,021 | 1 January 2026 | |||
| 01-Apr-2021 | $7.20 | 1,483 | 1 April 2026 | |||
| 01-Jul-2021 | $7.80 | 1,382 | 1 July 2026 | |||
| 01-Oct-2021 | $7.60 | 1,382 | 1 October 2026 | |||
| 03-Jan-2022 | $7.60 | 1,359 | 3 January 2027 | |||
| 01-Apr-2022 | $15.70 | 647 | 1 April 2027 | |||
| 01-Jul-2022 | $11.50 | 841 | 1 July 2027 | |||
| 01-Oct-2022 | $12.10 | 735 | 1 October 2027 | |||
| Alison Redford | 01-Sep-2021 | $5.40 | 8,500 | 1 September 2026 | ||
| 01-Jul-2022 | $11.50 | 1,682 | 1 July 2027 | |||
| 01-Oct-2022 | $12.10 | 1,470 | 1 October 2027 | |||
| 01-Jan-2023 | $9.90 | 1,813 | 1 January 2028 |
Deferred stock unit awards
| Gran Tierra Director | Number of Gran Tierra Energy Inc. Shares under Option |
Date of Grant | Exercise Price Range (USD) |
| Peter Dey | 133,284 | Quarterly from 1 January 2016 to 1 July 2024 | N/A |
| Evan Hazell | 126,521 | Quarterly from 1 January 2016 to 1 July 2024 | N/A |
| Robert Hodgins | 132,794 | Quarterly from 1 January 2016 to 1 July 2024 | N/A |
| Alison Redford | 44,976 | Quarterly from 1 October 2021 to 1 July 2024 | N/A |
| Ronald Royal | 153,869 | Quarterly from 1 January 2016 to 1 July 2024 | N/A |
| Sondra Scott | 75,579 | Quarterly from 1 October 2017 to 1 January 2021 | N/A |
| David Smith | 45,438 | Quarterly from 1 January 2016 to 1 January 2022 | N/A |
| Brooke Wade | 158,543 | Quarterly from 1 January 2016 to 1 July 2024 | N/A |
Restricted stock unit awards
| Gran Tierra Director | Number of Gran Tierra Energy Inc. Shares under Option |
Date of grant | Dates of vesting | Exercise Price Range (USD) |
| Gary Guidry | 75,067 | 22 February 2024 | 1/3 on 22 February 2025 1/3 on 22 February 2026 1/3 on 22 February 2027 |
N/A |
Performance stock unit awards
| Gran Tierra Director | Number of Gran Tierra Energy Inc. Shares under Option |
Dates of grant | Date of Vesting | Exercise Price Range (USD) |
| Gary Guidry | 92,308 | 24 February 2022 | 31 December 2024 | N/A |
| 143,590 | 23 February 2023 | 31 December 2025 | N/A | |
| 300,268 | 22 February 2024 | 31 December 2026 | N/A |
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: | 29 August 2024 |
| ###### Contact name: | Phillip Abraham |
| ###### Telephone number: | +1 (403) 698-7918 |
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 .
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
END
FEEBLGDIRUXDGSG