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VIVO ENERGY PLC - Form 8 Announcement

Release Date: 08/12/2021 13:15
Code(s): VVO     PDF:  
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
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