Form 8 (OPD) - Patagonia Gold plc

By

Regulatory News | 10 Jun, 2019

Updated : 07:01

RNS Number : 5617B
Patagonia Gold PLC
10 June 2019
 

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:

Patagonia Gold 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

Patagonia Gold plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

7 June 2019

(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


(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:

Nil

Details, including nature of the rights concerned and relevant percentages:

Nil

 

 

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:

 

1.     Directors' Interests

 

a)    Directors' holdings in ordinary shares of 1 pence each in Patagonia Gold plc

 

Director

Shareholding

Percentage holding

Carlos J Miguens*

12,741,212

53.91%

Christopher van Tienhoven

23,290

0.10%

Gonzalo Tanoira**

174,028

0.74%

Manuel de Prado

40,357

0.17%

Total:

12,978,887

54.91%

 

* Includes 12,570,437 shares held by Cantomi Uruguay S.A. (a company owned and controlled by Mr Miguens).

** Includes 67,112 shares held by Capifox S.A. (a company owned and controlled by Mr Tanoira).

 

b)    Directors' share options

 

Director

Date of grant

Exercise price

No. of Options

Date from which exercisable

Expiry date

C J Miguens

23 June 2009

1,225p

45,000

23 June 2009

22 June 2019

C J Miguens

17 June 2010

1,500p

11,000

17 June 2010

16 June 2020

C J Miguens

10 February 2011

1,100p

20,000

10 February 2011

9 February 2021

C J Miguens

13 May 2011

1,100p

9,000

13 May 2011

12 May 2021

C J Miguens

31 January 2012

1,100p

20,000

31 January 2012

30 January 2022

C J Miguens

9 January 2013

2,275p

90,000

9 January 2013

8 January 2023

C J Miguens

19 September 2013

1,175p

50,000

19 September 2013

18 September 2023

C J Miguens

18 December 2017

100p

50,000

17 December 2018

17 December 2027

G Tanoira

23 June 2009

1,225p

17,190

23 June 2009

22 June 2019

G Tanoira

17 June 2010

1,500p

5,000

17 June 2010

16 June 2020

G Tanoira

13 May 2011

1,100p

5,000

13 May 2011

12 May 2021

G Tanoira

9 January 2013

2,275p

10,000

9 January 2013

8 January 2023

G Tanoira

18 December 2017

100p

50,000

17 December 2018

17 December 2027

C van Tienhoven

31 March 2015

250p

100,000

31 March 2015

30 March 2025

C van Tienhoven

18 December 2017

100p

150,000

17 December 2018

17 December 2027

M de Prado

12 September 2013

1,100p

7,500

12 September 2013

11 September 2023

M de Prado

18 December 2017

100p

50,000

17 December 2018

17 December 2027

 

2.     Connected Advisers' Interests

 

a)    Connected Advisers' holdings in ordinary shares of 1 pence each in Patagonia Gold plc

 

Connected Adviser

Shareholding

Percentage holding

Strand Hanson Limited

17,777

0.08%

 

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:

10 June 2019

Contact name:

Christopher van Tienhoven

Telephone number:

+54 11 5278 6950

 

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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