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) Identity of the party to the offer making the disclosure: | Ithaca Energy Holdings (UK) Limited, a wholly-owned subsidiary of Ithaca Energy Inc. |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): | |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: | Valiant Petroleum plc |
| (d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeror |
| (e) Date position held: | 28 February 2013 |
| (f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | No |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(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 2.555556p |
| | Interests | Short positions |
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
| (2) Derivatives (other than options): | Nil | - | Nil | - |
| (3) Options and agreements to purchase/sell: | Nil | - | Nil | - |
| TOTAL: | Nil | - | Nil | - |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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: | Nil |
| Details, including nature of the rights concerned and relevant percentages: | Nil |
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.
(c) Irrevocable commitments and letters of intent
| Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
| | |
| Irrevocable Commitments | |
| | |
| Ithaca Energy Holdings (UK) Limited has received irrevocable undertakings from each of the following directors of Valiant in respect of their entire beneficial holdings. These irrevocable undertakings do not lapse in the event of a higher competing offer being made for Valiant. |
| | |
| Name of Valiant Director | Number of Valiant Shares |
| Kevin Lyon | 80,000 |
| Mike Bonte-Friedheim | 15,000 |
| Sandy Shaw | 268,695 |
| Mark Lewis | 50,000 |
| Paul Mann | 20,000 |
| | |
| Ithaca Energy Holdings (UK) Limited has received and irrevocable undertaking from the following Valiant shareholder in respect of its entire holding. This undertaking will cease to be binding if a third party makes a proposal to acquire the whole of the issued and to be issued share capital of Valiant on terms which represent an improvement of 10% on the consideration payable to Valiant shareholders pursuant to the terms of the offer. |
| | |
| Name of Valiant Shareholder | Number of Valiant Shares |
| Artemis Investment Management LLP | 2,104,000 |
| | |
| Letters of Intent | |
| | |
| Ithaca Energy Holdings (UK) Limited has received non-binding letters of intent from each of the following Valiant shareholders: |
| | |
| Name of Valiant Shareholder | Number of Valiant Shares |
| Praxient Capital LLP | 2,717,137 |
| GLG Partners LP | 4,025,585 |
| AXA Investment Managers UK Limited | 5,582,436 |
| Aviva Investors Global Services Limited | 2,067,626 |
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 of any person acting in concert with the party to the offer making the disclosure: |
| |
| a. Beneficial holdings of directors of Ithaca Energy Inc. in its common shares |
| |
| | Name | Number of Common Shares | % of issued share capital |
| | Iain McKendrick | 175,465 | 0.07% |
| | Frank Wormsbecker | 200,000 | 0.08% |
| | Jay Zammit | 448,332 | 0.17% |
| | John Summers | 214,700 | 0.08% |
| | Bradley Hurtubise | 100,000 | 0.04% |
| | Jack Lee | 700,000 | 0.27% |
| | Ron Brenneman | 60,000 | 0.02% |
| |
| b. Options and Awards held by directors of Ithaca Energy Inc. over common shares in Ithaca Energy Inc. |
| |
| | Name | Number of Vested Options | Number of Unvested Awards | Total |
| | Iain McKendrick | 2,683,333 | 1,066,667 | 3,750,000 |
| | Frank Wormsbecker | 366,667 | 133,333 | 500,000 |
| | Jay Zammit | 233,335 | 133,333 | 366,668 |
| | John Summers | 366,667 | 133,333 | 500,000 |
| | Bradley Hurtubise | 366,667 | 133,333 | 500,000 |
| | Jack Lee | 366,667 | 133,333 | 500,000 |
| | Ron Brenneman | 133,334 | 166,667 | 300,000 |
| |
| c. Interests of advisers to Ithaca Energy Inc. and Ithaca Energy Holdings (UK) Limited in common shares of Ithaca Energy Inc. |
| |
| It has not been practicable for the Offeror to make enquiries of all its concert parties in advance of releasing this Opening Position Disclosure. Therefore, this disclosure may not include all the relevant details in respect of the Offeror's concert parties. The Offeror confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code will be made as soon as possible, if required. |
| | | | | | |
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 3 for each additional class of relevant security.
Details of any open derivative or option positions, 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: |
| 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: |
| None |
(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | No |
| Supplemental Form 8 (SBL) | No |
Date of disclosure: | 1 March 2013 |
Contact name: | Graham Forbes |
Telephone number: | 01224 638 582 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.