Artilium PLC Form 8 (OPD) Pareteum Corporation (6110R)
15 Junho 2018 - 12:15PM
UK Regulatory
TIDMARTA
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 OFFEROR - PARETEUM CORPORATION
relates:
Use a separate form for each offeror/offeree
-------------------------------
(d) Is the discloser the offeror or the offeree? OFFEROR - PARETEUM CORPORATION
-------------------------------
(e) Date position held: 14 JUNE 2018
The latest practicable date prior to the disclosure
-------------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in YES
respect
of any other party to the offer? ARTILIUM PLC (OFFEREE)
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: 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 Nil - Nil -
purchase/sell:
--------------- ---- ------------- ---
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: 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 Percentage of common
stock held 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 rns@lseg.com or visit www.rns.com.
END
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