Hummingbird Resources PLC

Major Shareholding Notification • Nov 20, 2024

National Storage Mechanism | Additional information

RNS Number : 0033N

Hummingbird Resources PLC

20 November 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:	Hummingbird Resources 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	Hummingbird Resources plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	19 November 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"	N/A

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 1 penny each ("Ordinary Shares")
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	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:	None
Details, including nature of the rights concerned and relevant percentages:	None

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:

Interests of directors

Ordinary Shares held by the directors of Hummingbird Resources plc:

Name of director	Number of Ordinary Shares held	Percentage of total issued share capital (%)
Daniel Betts 1	5,239,048	0.65
Stephen Betts 1 & 2	2,503,500	0.31
Thomas Hill	641,574	0.08
Ernie Nutter	6,993,780	0.86
Total :	15,377,902	1.90

Notes :

1. In addition, Daniel and Stephen Betts are indirectly interested in a further 495,101 Ordinary Shares held by Stephen Betts & Sons Limited ("SBSL") and a self-administered pension scheme. SBSL is a private company that is wholly owned and controlled by Daniel and Stephen Betts, certain other close family members and a family trust.

2. Includes 800,000 shares held by Caroline Betts, the wife of Stephen Betts.

Options or awards held by the directors of Hummingbird Resources plc over Ordinary Shares:

Daniel Betts

Name of Scheme	Grant Date	Number of Ordinary Shares in respect of which options / awards granted	Exercise price	Vesting Date	Expiry Date
Hummingbird Unapproved Share Option Scheme	05-12-13	584,000	£0.22	01-Apr-19	10-Apr-29
Hummingbird incentive plan - performance orientated ("HIPPO") 2016	30-09-16	1,704,545	£0.01	19-Dec-19	None
HIPPO 2018	30-04-18	455,729	£0.01	31-Dec-21	30-Dec-26
HIPPO 2020	27-02-20	1,093,750	£0.01	31-Dec-22	30-Dec-27
Long term incentive plan ("LTIP") 2021	27-01-21	532,498	£0.01	27-Jan-24	25-Jan-29
LTIP 2022	04-02-22	3,079,455	£0.01	04-Feb-25*	03-Feb-30
LTIP 2023	06-02-23	1,956,174	£0.01	07-Feb-26*	06-Feb-31
LTIP 2024	06-02-24	3,924,856	£0.01	07-Feb-27*	06-Feb-32

* - vesting is accelerated in the event of, inter alia, a change of control of the Company by way of a general offer or scheme of arrangement.   

Thomas Hill

Name of Scheme	Grant Date	Number of Ordinary Shares in respect of which options / awards granted	Exercise price	Vesting Date	Expiry Date
Hummingbird Unapproved Share Option Scheme	05-12-13	301,000	£0.22	01-Apr-19	10-Apr-29
HIPPO 2016	30-09-16	1,363,636	£0.01	19-Dec-19	None
HIPPO 2018	30-04-18	293,229	£0.01	31-Dec-21	30-Dec-26
HIPPO 2020	27-02-20	703,750	£0.01	31-Dec-22	30-Dec-27
LTIP 2021	27-01-21	342,320	£0.01	27-Jan-24	25-Jan-29
LTIP 2022	04-02-22	1,979,649	£0.01	04-Feb-25*	03-Feb-30
LTIP 2023	06-04-23	1,259,934	£0.01	07-Feb-26*	06-Feb-31
LTIP 2024	06-02-24	2,601,156	£0.01	07-Feb-27*	06-Feb-32

* - vesting is accelerated in the event of, inter alia, a change of control of the Company by way of a general offer or scheme of arrangement.   

Stephen Betts

Name of Scheme	Grant Date	Number of Ordinary Shares to be received on cessation of office	Exercise price*	Vesting Date
Deferred share award ("DSA") 2021	27-01-21	116,063	£0.01	27-Jan-22
DSA 2022	04-02-22	214,495	£0.01	04-Feb-23
DSA 2023	06-02-23	368,189	£0.01	06-Feb-24
DSA 2024	06-02-24	272,021	£0.01	06-Feb-25**

* - where the shares in respect of the award are newly issued, the Company may require the scheme participant to make a payment equal to the nominal value per share issued.

** - in the event of, inter alia, a change of control of the Company by way of a general offer or scheme of arrangement or another event the Board considers justifies early vesting, the award will vest on a pro-rata basis to the time elapsed since grant.   

Ernie Nutter

Name of Scheme	Grant Date	Number of Ordinary Shares to be received on cessation of office	Exercise price*	Vesting Date
DSA 2021	27-01-21	116,063	£0.01	27-Jan-22
DSA 2022	04-02-22	214,495	£0.01	04-Feb-23
DSA 2023	06-02-23	368,189	£0.01	06-Feb-24
DSA 2024	06-02-24	272,021	£0.01	06-Feb-25**

* - where the shares in respect of the award are newly issued, the Company may require the scheme participant to make a payment equal to the nominal value per share issued.

** - in the event of, inter alia, a change of control of the Company by way of a general offer or scheme of arrangement or another event the Board considers justifies early vesting, the award will vest on a pro-rata basis to the time elapsed since grant.   

Attie Roux

Name of Scheme	Grant Date	Number of Ordinary Shares to be received on cessation of office	Exercise price*	Vesting Date
DSA 2021	27-01-21	116,063	£0.01	27-Jan-22
DSA 2022	04-02-22	214,495	£0.01	04-Feb-23
DSA 2023	06-02-23	368,189	£0.01	06-Feb-24
DSA 2024	06-02-24	272,021	£0.01	06-Feb-25**

* - where the shares in respect of the award are newly issued, the Company may require the scheme participant to make a payment equal to the nominal value per share issued.

** - in the event of, inter alia, a change of control of the Company by way of a general offer or scheme of arrangement or another event the Board considers justifies early vesting, the award will vest on a pro-rata basis to the time elapsed since grant.   

David Straker-Smith

Name of Scheme	Grant Date	Number of Ordinary Shares to be received on cessation of office	Exercise price*	Vesting Date
DSA 2021	27-01-21	116,063	£0.01	27-Jan-22
DSA 2022	04-02-22	214,495	£0.01	04-Feb-23
DSA 2023	06-02-23	368,189	£0.01	06-Feb-24
DSA 2024	06-02-24	272,021	£0.01	06-Feb-25**

* - where the shares in respect of the award are newly issued, the Company may require the scheme participant to make a payment equal to the nominal value per share issued.

** - in the event of, inter alia, a change of control of the Company by way of a general offer or scheme of arrangement or another event the Board considers justifies early vesting, the award will vest on a pro-rata basis to the time elapsed since grant.   

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:	20 November 2024
###### Contact name:	Tracey Fung - Company Secretary
###### Telephone number:	+44 (0) 207 409 6660

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 .

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