Wrap Text
Form 8 Announcement
Vivo Energy plc
(Incorporated in England and Wales)
(Registration number: 11250655)
(Share code: VVO)
LEI: 213800TR7V9QN896AU56
ISIN: GB00BDGT2M75
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: Vivo Energy plc
(b) Owner or controller of interests and short N/A
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.
(c) Name of offeror/offeree in relation to whose Vivo Energy plc
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 7 December 2021
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the N/A
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”
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
Interests Short positions
Number % Number %
(1) Relevant securities owned NIL - NIL -
and/or controlled:
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to purchase/sell:
NIL - NIL -
TOTAL:
All interests and all short positions should be disclosed.
2
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 N/A
which subscription right exists:
Details, including nature of the rights N/A
concerned and relevant percentages:
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:
Independent Vivo Directors
a) The following Independent Vivo Directors (as defined in the Rule 2.7 Announcement dated 25
November 2021) have the interests in Vivo Energy plc set out below:
Vivo Energy plc Position Number of ordinary Percentage
director shares holding of
Vivo Energy plc
issued share
capital (to
three decimal
places)
John Daly Chairman 271,666 0.021%
Christian Chammas Chief Executive 7,367,949 0.582%
Officer
Thembalihle Hixonia Senior Independent 22,000 0.002%
Nyasulu Director
Carol Arrowsmith Independent Non- 37,878 0.003%
Executive Director
Christopher Rogers Independent Non- 65,803 0.005%
Executive Director
Gawad Abaza Independent Non- 20,000 0.002%
Executive Director
Temitope Lawani Non-Executive 19,560,1501 1.544%
Director
TOTAL 27,345,446 2.158%
b) The following Independent Vivo Directors have rights to the scheme interests set out below:
Vivo Long Term Incentive Plan
1Note, this figure forms part of the 27% shareholding of the Helios Entities (as defined and set out in the Rule 2.7
Announcement dated 25 November 2021), and in respect of which the Helios Entities have given irrevocable
undertakings.
3
Vivo Position Maximum Date of Share Exercise Vesting Lapse
Energy plc number grant price at price per date date
director of grant share (£)
ordinary (£)3
shares
awarded2
Christian Chief 404,3244 8 1.4800 Nil 11 March 11
Chammas Executive August 2022 March
Officer 2018 2022
1,222,420 12 1.31 Nil 12 March 12
March 2022 March
2019 2023
1,454,548 11 1.10 Nil 11 March 11
March 2023 March
2020 2024
1,651,528 7 April 0.9688 Nil 7 April 2024 7 April
2021 2025
Doug Chief 825,764 7 April 0.9688 Nil 7 April 2024 7 April
Lafferty Financial 2021 2025
Officer
Persons deemed to be acting in concert with Vivo Energy plc
c) The following interests are held by persons deemed to be acting in concert with Vivo Energy plc:
Name Number of ordinary Percentage holding of
shares Vivo Energy plc’s issued
share capital (to three
decimal places)
N/A N/A 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.
2 The table does not reflect dividend equivalents that accrue on the awards.
3 The information in this column refers to the price the shares were granted at, and not the trading price of Vivo
Energy plc’s shares on that date.
4 Actual number of ordinary shares vested.
4
(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: 8 December 2021
Contact name: Minna Gonzalez-Gomez
Telephone number: +44 (0) 20 3034 3718
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.
08 December 2021
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Date: 08-12-2021 01:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.