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:

+44 (0) 207 409 6660

 

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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