30th Jul 2010 18:34
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: |
TEMPLAR MINERALS LIMITED |
|
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
N/A |
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
TEMPLAR MINERALS LIMITED |
|
(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEROR |
|
(e) Date position held: |
30 JULY 2010 |
|
(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:
|
TEMPLAR MINERALS LIMITED ORDINARY SHARES OF NO PAR VALUE |
|||
|
|
Interests |
Short positions |
||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled: |
NIL |
N/A |
NIL |
N/A |
|
(2) Derivatives (other than options): |
NIL |
N/A |
NIL |
N/A |
|
(3) Options and agreements to purchase/sell: |
NIL |
N/A |
NIL |
N/A |
|
TOTAL: |
NIL |
N/A |
NIL |
N/A |
|
Class of relevant security:
|
ORTAC RESOURCES PLC ORDINARY SHARES OF 5P EACH |
|||
|
|
Interests |
Short positions |
||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled: |
NIL |
N/A |
NIL |
N/A |
|
(2) Derivatives (other than options): |
NIL |
N/A |
NIL |
N/A |
|
(3) Options and agreements to purchase/sell: |
NIL |
N/A |
NIL |
N/A |
|
TOTAL: |
NIL |
N/A |
NIL |
N/A |
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: |
N/A |
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): |
|
N/A
|
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: |
|
SEE BELOW
|
|
Director of Templar Minerals Limited |
Number of Templar Minerals Limited Ordinary Shares held |
Percentage of Issued Share Capital |
Options to subscribe for Templar Minerals Limited Ordinary Shares |
|
David Lenigas (Note 1) |
50,000,000 |
5.6% |
2,000,000 |
|
Charles Wood |
NIL |
N/A |
11,200,000 |
|
Alastair Clayton |
NIL |
N/A |
11,200,000 |
|
|
|
|
|
Note 1: David Lenigas holds these shares in the name of Marsden Resources Limited through Pershing Nominees.
|
Person(s) acting in concert with Templar Minerals Limited |
Number of Templar Minerals Limited Ordinary Shares held |
Percentage of Issued Share Capital |
|
Marsden Resources Limited (Note 1 above) |
50,000,000 |
5.6% |
|
Beaumont Cornish Limited |
150,000 |
0.016% |
|
Rosalind Hill Abrahams (Note 2) |
150,000 |
0.016% |
Note 2: Rosalind Hill Abrahams is a director of Beaumont Cornish Limited.
Details of options and rights to subscribe for new Templar Minerals Limited Ordinary Shares are set out below:
|
Class of relevant security - TEMPLAR MINERALS LIMITED ORDINARY SHARES |
Product description e.g. call option |
Written or purchased |
Number of securities to which option or derivative relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
|
Directors: |
|
|
|
|
|
|
|
David Lenigas |
Call Option |
Awarded |
2,000,000 |
5p |
American |
11 May 2012 |
|
David Lenigas |
Call Option |
Awarded (Note 3) |
10,000,000 |
1p |
American |
31 December 2020 |
|
Charles Wood |
Call Option |
Awarded |
11,200,000 |
1p |
American |
22 April 2019 |
|
Charles Wood |
Call Option |
Awarded (Note 3) |
30,000,000 |
1p |
American |
31 December 2020 |
|
Alastair Clayton |
Call Option |
Awarded |
11,200,000 |
1.5p |
American |
22 April 2019 |
|
Alastair Clayton |
Call Option |
Awarded (Note 3) |
5,000,000 |
1p |
American |
31 December 2020 |
|
Other: |
|
|
|
|
|
|
|
Donald Strang |
Call Option |
Awarded (Note 3) |
10,000,000 |
1p |
American |
31 December 2020 |
|
Beaumont Cornish Limited |
Call Option |
Awarded (Note 3) |
16,500,000 |
1p |
American |
15 September 2015 |
Note 3: These call options have been awarded conditional on completion of the acquisition by Templar Minerals Limited of Ortac Resources Plc.
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: 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: |
30 JULY 2010 |
| Contact name: |
CHARLES WOOD |
| Telephone number: |
07971 444326 |
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 [email protected]. 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.
Related Shares:
Arc Minerals