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Form 8 (OPD) Pareteum Corporation

15th Jun 2018 16:15

RNS Number : 6110R
Artilium PLC
15 June 2018
 

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:

PARETEUM CORPORATION

 

(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.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

OFFEROR - PARETEUM CORPORATION

(d) Is the discloser the offeror or the offeree?

OFFEROR - PARETEUM CORPORATION

(e) Date position held:

The latest practicable date prior to the disclosure

14 JUNE 2018

(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"

YES

 

ARTILIUM PLC (OFFEREE)

 

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:

 

Common stock, US$0.00001 par value

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

TOTAL:

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) Interests held by directors of Pareteum Corporation and their close relatives and related trusts

 

Director

Number of common stock held

Percentage of common stock outstanding (to 3.d.p.)

Yves Van Sante

179,618

0.329

Luis Jimenez-Tuñon

101,436

0.186

Robert H. Turner

1,428,473

2.613

Laura Thomas

9,333

0.017

 

(b) Options / awards

 

Yves Van Sante's holding at (a) above excludes 200,000 shares of common stock held pursuant to a restricted stock award (but not yet vested).

 

Luis Jimenez-Tuñon's holding at (a) above excludes:

- 200,000 common stock pursuant to a restricted stock award (one third are due to vest in October 2018 and the remaining two thirds vest during the next 24 months thereafter); and

- 32,583 common stock vested (but not yet issued) as payment for Board of Directors fees.

 

Robert H. Turner's holding at (a) above excludes:

- 50,000 shares of common stock issuable upon exercise of options at an exercise price of US$3.50;

- 100,000 shares of common stock issuable upon exercise of options at an exercise price of US$8.25; and

- 337,500 unvested options.

 

Laura Thomas's holding at (a) above, excludes 100,000 shares of common stock pursuant to an option to purchase common stock.

 

(c) Shares held by Jefferies Investment Advisers, LLC

 

Jefferies Investment Advisers, LLC, a company in the same corporate group as Jefferies International Limited (which is acting as financial adviser to Pareteum Corporation in relation to the offer), holds (and exercises discretionary control over) 200 common stock (0.00037% of common stock outstanding) on behalf of itself and several underlying beneficial owners.

 

 

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:

15 June 2018

Contact name:

Alexander Korff

Telephone number:

+1 (212) 984 1096

 

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
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