TIDMTCM TIDMTTM

RNS Number : 2261U

Telit Communications PLC

01 April 2021

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:                                                                  Telit Communications PLC 
 (b) Owner or controller of interests and short positions disclosed, if different from        N/A 
 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 relevant securities this form relates:      Telit Communications PLC 
  Use a separate form for each offeror/offeree 
                                                                                             ------------------------- 
 (d) Is the discloser the offeror or the offeree?                                             OFFEREE 
                                                                                             ------------------------- 
 (e) Date position held:                                                                      31 March 2021 
  The latest practicable date prior to the disclosure 
                                                                                             ------------------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in         N/A 
 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 
                                                                                       Interests      Short positions 
                                                                                     -------------  ------------------ 
                                                                                       Number    %      Number      % 
                                                                                     ---------      -------------  --- 
 (1) Relevant securities owned and/or controlled:                                       NIL      0       NIL        0 
                                                                                     ---------      -------------  --- 
 (2) Cash-settled derivatives:                                                          NIL      0       NIL        0 
                                                                                     ---------      -------------  --- 
 (3) Stock-settled derivatives (including options) and agreements to purchase/sell:     NIL      0       NIL        0 
                                                                                     ---------      -------------  --- 
 
   TOTAL:                                                                               NIL      0       NIL        0 
                                                                                     ---------      -------------  --- 
 

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:    N/A 
 Details, including nature of the rights concerned and relevant percentages:   N/A 
                                                                              ---- 
 
   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: 
 
 
 Shares held by the directors of Telit Communications PLC 
  (held beneficially by them or their close relatives) 
 Name                          Number of Ordinary     Percentage of total 
                                Shares of GBP0.01      issued share capital 
                                each in the Offeree    (%) (excluding shares 
                                interested in          under option) of 
                                                       the Offeree 
                              ---------------------  ----------------------- 
 Paolo Dal Pino                540,000                0.402% 
                              ---------------------  ----------------------- 
 Simon Duffy                   28,429                 0.021% 
                              ---------------------  ----------------------- 
 Scrase Duffy (a 
  person closely associated 
  with Simon Duffy)            7,771                  0.006% 
                              ---------------------  ----------------------- 
 Stirling Duffy (a 
  person closely associated 
  with Simon Duffy)            7,771                  0.006% 
                              ---------------------  ----------------------- 
 Harald Rösch             435,000                0.324% 
                              ---------------------  ----------------------- 
 Anthony Dixon                 9,018                  0.007% 
                              ---------------------  ----------------------- 
 
 
 Awards granted to the directors of Telit Communications 
  PLC outstanding 
 Name           Description      Date of Grant    Number          Exercise         Vesting 
                 of Award                          of Ordinary     price (pence)    Date 
                                                   Shares 
                                                   of GBP0.01 
                                                   each subject 
                                                   to the 
                                                   outstanding 
                                                   awards 
               ---------------  ---------------  --------------  ---------------  --------------- 
                                                                                   1 July 
                                                                                    2022 (subject 
                                                                                    to attainment 
                                                                                    of share 
 Paolo Dal                                                                          price growth 
  Pino          Share Options    1 July 2019      2,000,000       161               targets) 
               ---------------  ---------------  --------------  ---------------  --------------- 
 Eyal Shefer    Performance      1 February       120,000         N/A              1 February 
                 Shares           2021                                              2024 
                                                                                    (subject 
                                                                                    to attainment 
                                                                                    of share 
                                                                                    growth 
                                                                                    targets) 
               ---------------  ---------------  --------------  ---------------  --------------- 
 

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:    1 April 2021 
 Contact name:          Daniel Neiger 
                       ---------------- 
 Telephone number:      +972-3-791-4006 
                       ---------------- 
 

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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