TIDMCERP
RNS Number : 2611R
Columbus Energy Resources PLC
26 June 2020
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser*: a) Geoffrey Leid and Gelco Energy Inc
b) Rex Caribbean Holding Limited
c) West Indian Energy Holdings AS
(b) Owner or controller of interests and short positions a) Geoffrey Leid
disclosed, if different from 1(a): b) Rex International Holding Limited (Listed company
The naming of nominee or vehicle companies is in Singapore);
insufficient. For a trust, the trustee(s), Rex International Investments Pte. Ltd.
settlor and beneficiaries must be named. Rex International Holding Ltd (BVI)
Rex Caribbean Holding Limited
Security Services Nominees Limited
c) Pareto Staur Energy AS (private equity fund)
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(c) Name of offeror/offeree in relation to whose relevant Columbus Energy Resources plc ("Offeree")
securities this form relates:
Use a separate form for each offeror/offeree
----------------------------------------------------------
(d) If an exempt fund manager connected with an
offeror/offeree, state this and specify identity
of offeror/offeree:
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(e) Date position held/dealing undertaken: 26.6.2020
For an opening position disclosure, state the latest
practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the NO
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"
----------------------------------------------------------
* All disclosers were Concert Parties who received Columbus
shares as consideration for the sale of their shareholding in
Steeldrum Oil Company Inc. on 8 October 2018.
2. POSITIONS OF THE PERSON 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 following
the dealing (if any)
Class of relevant security: Ordinary shares of 0.05p
Interests Short positions
--------------------------------------- ------------------
Number % Number %
-------------------------------- ------------- ---
(1) Relevant securities owned and/or controlled: Gelco Energy 8,648,759 0.9 Nil
Geoffrey Leid
2,281,580 0.2
Rex Caribbean Holding Limited
20,231,650
West Indian Energy Holdings AS 2.2
58,945,904
6.3
-------------------------------- ----- ------------- ---
(2) Cash-settled derivatives: Nil Nil
-------------------------------- ----- ------------- ---
(3) Stock-settled derivatives (including options) and Nil Nil
agreements to purchase/sell:
-------------------------------- ----- ------------- ---
TOTAL: 90,107,893 9.6 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).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which Ordinary shares of 0.05p
subscription right exists:
Details, including nature of the rights concerned and a) As at 31 May 2020, Gelco Energy Inc is entitled to
relevant percentages: receive a further 4,353,191 ordinary
shares of 0.05p as Executive Salary Options, representing
0.5% of the issued ordinary shares
of 0.05p. The options are in lieu of payment of fees due
to Gelco Energy Inc, accrue month
to month provided the services are provided and have a
nil cost exercise price.
Geoffrey Leid is party to a Share Purchase Agreement with
the Offeree dated 12 July 2018 pursuant
to which if certain terms and conditions are met, he
would be entitled to deferred consideration,
paid in ordinary shares of 0.05p of the Offeree, up to a
maximum amount of 696,869 shares.
Gelco Energy Inc is party to a Share Purchase Agreement
with the Offeree dated 12 July 2018
pursuant to which if certain terms and conditions are
met, it would be entitled to deferred
consideration, paid in ordinary shares of 0.05p of the
Offeree, up to a maximum amount of
1,807,153 shares.
b) Rex Caribbean Holdings Ltd is party to a Share
Purchase Agreement with the Offeree dated
12 July 2018 pursuant to which if certain terms and
conditions are met, it would be entitled
to deferred consideration, paid in ordinary shares of
0.05p of the Offeree, up to a maximum
amount of 8,575,695 shares.
c) West Indian Energy Holdings AS is party to a Share
Purchase Agreement with the Offeree
dated 12 July 2018 pursuant to which if certain terms and
conditions are met, it would be
entitled to deferred consideration, paid in ordinary
shares of 0.05p of the Offeree, up to
a maximum amount of 19,118,222 shares.
----------------------------------------------------------
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and sales
Class of relevant security Purchase/sale Number of securities Price per unit
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
(ii) Exercise
Class of relevant Product description Exercising/ exercised Number of securities Exercise price per
security e.g. call option against unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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 person making the disclosure and any party to the offer or
any person acting in concert with a party to the offer:
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 person
making the disclosure 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
Is a Supplemental Form 8 (Open Positions) attached? NO
Date of disclosure: 26.06.2020
Contact name: a) Geoffrey Leid
b) Kristofer Skantze
c) Ola Lyngstad
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Telephone number*: a) +44(0)20 7203 2039
b) +65 6557 2477
c) +47 22 87 87 00
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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.
*If the discloser is a natural person, a telephone number does
not need to be included, provided contact information has been
provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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END
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