Hummingbird Resources PLC Form 8 (OPD) - Hummingbird Resources plc

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:	[phone]

 

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 [phone].

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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END

 

 

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