VLS Velocys Plc

TIDMVLS

RNS Number : 6486U

Velocys PLC

24 November 2023

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:                                                                    Velocys PLC 
 (b) Owner or controller of interests and short positions disclosed, if different from 1(a):    N/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:        Velocys PLC 
  Use a separate form for each offeror/offeree 
                                                                                               ----------------- 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ----------------- 
 (e) Date position held:                                                                        24 November 2023 
  The latest practicable date prior to the disclosure 
                                                                                               ----------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect   N/A 
  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: 
                                                                                       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 
                                                                                     -------  ----  -----------  ----- 
                                                                                       Nil     Nil      Nil       Nil 
   TOTAL: 
                                                                                     -------  ----  -----------  ----- 
 

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:    Nil 
 Details, including nature of the rights concerned and relevant percentages:   Nil 
                                                                              ---- 
 
   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) Interests held by directors of Velocys PLC and their close relatives: 
      Name                Number of ordinary shares   Percentage of the 
                                                       issued Shares 
      Henrik Wareborn     3,118,445                   0.18% 
      Philip Sanderson    600,000                     0.03% 
      Philip Holland      1,743,634                   0.10% 
      Ann Markey          525,000                     0.03% 
      Tom Quigley         525,000                     0.03% 
      Darran Messem       558,333                     0.03% 
 
 
 
     (b) Options held by directors of Velocys PLC: 
      Name             Description of   Number         Date         Exercise        Exercise 
                       share option      of ordinary    of grant     period          price 
                       scheme            shares 
                                         under 
                                         option 
      Henrik           Velocys Share    2,000,000      13/12/2019   13/12/2019      GBP0.10 
      Wareborn         Option Scheme                                to 12/12/2029 
                       2012 
      Henrik           Velocys Share    6,250,000      13/12/2019   13/12/2022      GBP0.03 
      Wareborn         Option Scheme                                to 12/12/2029 
                       2012 
      Henrik           Velocys Share    3,264,504      9/02/2021    09/02/2024      GBP0.0786 
      Wareborn         Option Scheme                                to 08/02/2031 
                       2012 
                       Velocys Share 
      Henrik            Option Scheme                  13/01/       13/01/2025 
       Wareborn         2021            2,343,750       2022        to 12/01/2032   GBP0.08 
      Henrik           Velocys Share    9,000,000      19/06/2023   19/06/2026      GBP0.025 
       Wareborn         Option Scheme                               to 19/06/2028 
                        2021 
      Philip           Velocys Share    5,000,000      22/06/2022   22/06/2025      GBP0.045 
       Sanderson        Option Scheme                               to 22/06/2032 
                        2021 
      Philip           Velocys Share    7,500,000      19/06/2023   19/06/2026      GBP0.025 
       Sanderson        Option Scheme                               to 19/06/2028 
                        2021 
 
 
     (c) Interests held by other persons presumed to be acting in concert with Velocys PLC: 
 
     None 
 

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:    24 November 2023 
 Contact name:          David Bate 
                       ----------------- 
 Telephone number:      +44 1865 800821 
                       ----------------- 
 

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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November 24, 2023 11:26 ET (16:26 GMT)