TIDMPGD
RNS Number : 5617B
Patagonia Gold PLC
10 June 2019
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: Patagonia Gold 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.
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Patagonia Gold plc
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 7 June 2019
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect NO
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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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
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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
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Nil Nil
TOTAL:
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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
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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:
1. Directors' Interests
a) Directors' holdings in ordinary shares of 1 pence each in Patagonia Gold plc
Director Shareholding Percentage holding
Carlos J Miguens* 12,741,212 53.91%
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Christopher van
Tienhoven 23,290 0.10%
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Gonzalo Tanoira** 174,028 0.74%
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Manuel de Prado 40,357 0.17%
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Total: 12,978,887 54.91%
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* Includes 12,570,437 shares held by Cantomi Uruguay S.A. (a company owned and controlled
by Mr Miguens).
** Includes 67,112 shares held by Capifox S.A. (a company owned and controlled by Mr Tanoira).
b) Directors' share options
Director Date of grant Exercise No. of Date from Expiry date
price Options which exercisable
C J Miguens 23 June 2009 1,225p 45,000 23 June 2009 22 June 2019
C J Miguens 17 June 2010 1,500p 11,000 17 June 2010 16 June 2020
10 February 10 February 9 February
C J Miguens 2011 1,100p 20,000 2011 2021
C J Miguens 13 May 2011 1,100p 9,000 13 May 2011 12 May 2021
31 January 31 January 30 January
C J Miguens 2012 1,100p 20,000 2012 2022
9 January 8 January
C J Miguens 9 January 2013 2,275p 90,000 2013 2023
19 September 19 September 18 September
C J Miguens 2013 1,175p 50,000 2013 2023
18 December 17 December 17 December
C J Miguens 2017 100p 50,000 2018 2027
G Tanoira 23 June 2009 1,225p 17,190 23 June 2009 22 June 2019
G Tanoira 17 June 2010 1,500p 5,000 17 June 2010 16 June 2020
G Tanoira 13 May 2011 1,100p 5,000 13 May 2011 12 May 2021
9 January 8 January
G Tanoira 9 January 2013 2,275p 10,000 2013 2023
18 December 17 December 17 December
G Tanoira 2017 100p 50,000 2018 2027
C van Tienhoven 31 March 2015 250p 100,000 31 March 2015 30 March 2025
18 December 17 December 17 December
C van Tienhoven 2017 100p 150,000 2018 2027
12 September 12 September 11 September
M de Prado 2013 1,100p 7,500 2013 2023
18 December 17 December 17 December
M de Prado 2017 100p 50,000 2018 2027
2. Connected Advisers' Interests
a) Connected Advisers' holdings in ordinary shares of 1 pence each in Patagonia Gold plc
Connected Adviser Shareholding Percentage holding
Strand Hanson Limited 17,777 0.08%
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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: 10 June 2019
Contact name: Christopher van Tienhoven
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Telephone number: +54 11 5278 6950
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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
FEECKODKBBKDCAK
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June 10, 2019 02:00 ET (06:00 GMT)
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