Public Opening Position Disclosure by a Party to an Offer

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”)


Download this document as a pdf: Form-8-OPD.v4


 1. KEY INFORMATION

(a) Full name of discloser: EG Solutions 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

EG Solutions plc
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held:

     The latest practicable date prior to the disclosure

6 September 2017
(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:

 

 
 

 

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: 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:
3(a) Interest of directors of EG Solutions plc and their connected persons in ordinary shares of EG Solutions plc

Name Role No. of ordinary shares Percentage holding
Nigel Payne Chairman 26,450 0.12%
George Rolls Non-Executive Director 101,450 0.45%
Elizabeth Gooch Chief Executive 4,025,430 17.75%
Catlin Moss Daughter of Elizabeth Gooch 1,000 0.004%

3(b)

Share options held by Directors under the EG Solutions plc Long Term Incentive Plan

Name No. of ordinary shares under option Grant Date Normal vesting date Exercise price
Elizabeth Gooch 200,000 22/05/2015 22/05/2018 £0.01

Share options held by Directors under the EG Solutions plc Enterprise Management Incentive Plan

Name No. of ordinary shares under option Grant Date Normal vesting date Exercise price
Michael Woolley 5,000 07/01/2015 07/01/2019 £0.675

 3(c) Interests of connected advisers of EG Solutions plc in EG Solutions plc’s shares

Name Number of ordinary shares in EG Solutions plc Percentage of total issued share capital
Nplus1 Singer Capital Markets Limited 36,418 0.1606

 

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:
7 September 2017
Contact name:
Michael Woolley
Telephone number:
+44 (0)1785 715772

 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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