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:
|
Quanex
Building Products Corporation ("Quanex")
|
(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
|
Quanex
Building Products Corporation
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEROR
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
29 April
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"
|
NO
|
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:
|
units of common
stock
|
|
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:
|
(a) The following directors of Quanex Building
Products Corporation (including their close relatives and family
trusts) have interests in the following securities in
Quanex:
Quanex
Director
|
Number of common stock
units
|
Percentage of total Quanex
share capital
|
George L.
Wilson
|
233,1541
|
0.704%
|
Curtis M.
Stevens
|
5,009
|
0.015%
|
Jason D.
Lippert
|
20,450
|
0.062%
|
1 This figure includes 92,800
unvested restricted stock awards, of which 29,200 were granted on 7
December 2023, 34,100 were granted on 7 December 2022 and 29,500
were granted on 9 December 2021. Such stock is issued (with
all rights attaching) to the holder on the date of grant on a
conditional basis. Such unvested restricted stock awards are not
transferrable prior to the vesting date, which in each case is the
date which is 3 years from the date of grant (the "Restricted Period"). Pro rata
early vesting occurs upon retirement, and full early vesting occurs
on change in control, death, or disability. During the
Restricted Period, the holder has voting rights but does not
receive dividends. Dividends are accrued during the
Restricted Period and are paid only when the shares
vest.
(b) The following directors have interests in
securities in Quanex pursuant to exercisable but unexercised
options:
Quanex
Director
|
Number of common stock
units
|
Grant Date
|
Exercise
period
|
Exercise
price
|
George L.
Wilson
|
17,100
|
30.11.2016
|
30.11.2026
|
$19.45
|
14,400
|
02.12.2015
|
02.12.2025
|
$19.31
|
6,300
|
03.12.2014
|
03.12.2024
|
$20.28
|
(c) The following directors have interests in
securities in Quanex pursuant to unvested performance restricted
stock unit awards:
Quanex
Director
|
Number of common stock
units
|
Grant date
|
Vesting
Date
|
George L.
Wilson
|
25,700
|
07.12.2023
|
07.12.2026
|
30,400
|
07.12.2022
|
07.12.2025
|
29,200
|
09.12.2021
|
09.12.2024
|
|
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:
|
29 April
2024
|
Contact name:
|
Scott
Zuehlke
|
Telephone number:
|
+1 713 877
5327
|
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.