TIDMHYDG

RNS Number : 2782Y

Hydrogen Group PLC

08 September 2020

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:                                                      A concert party group consisting of: 
                                                                                    *    Ian Temple 
 
 
                                                                                    *    Christopher Cole 
 
 
                                                                                    *    Charles Marshall 
 
 
                                                                                    *    Brian Hamill 
 
 
                                                                                    *    Shane Sibraa; and 
 
 
                                                                                    *    John Hunter 
 
 
                                                                                   (the "Concert Party") 
 (b) Owner or controller of interests and short positions disclosed, if      n/a 
 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   Hydrogen Group plc 
 form relates: 
 Use a separate form for each offeror/offeree 
                                                                            ------------------------------------------ 
 (d) Is the discloser the offeror or the offeree?                            OFFEROR 
                                                                            ------------------------------------------ 
 (e) Date position held:                                                     8 September 2020 
  The latest practicable date prior to the disclosure 
                                                                            ------------------------------------------ 
 (f) In addition to the company in 1(c) above, is the discloser making       NO 
 disclosures in respect 
 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     %(1)      Number      % 
                                                                                -----------  -----  -------------  --- 
 (1) Relevant securities owned and/or controlled:                                14,051,949   42.6 
                                                                                -----------  -----  -------------  --- 
 (2) Cash-settled derivatives: 
                                                                                -----------  -----  -------------  --- 
 (3) Stock-settled derivatives (including options) and agreements to 
 purchase/sell: 
                                                                                -----------  -----  -------------  --- 
 
   TOTAL:                                                                        14,051,949   42.6 
                                                                                -----------  -----  -------------  --- 
 

Note:

1. Excluding the 545,521 Ordinary Shares held in treasury and the 807,051 Ordinary Shares held by the EBT.

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) Ordinary Shares of GBP0.01 each in Hydrogen Group plc held by members of the Concert Party: Name                Number of Ordinary   Percentage of the 
                              Shares held          Company's voting 
                                                   rights (1) 
         Executive Directors 
         Ian Temple                   4,060,726              12.31% 
         John Hunter                  1,646,872               4.99% 
         Other 
         Christopher Cole             2,463,946               7.47% 
         Brian Hamill                 2,324,815               7.05% 
         Shane Sibraa                 1,897,074               5.75% 
         Charles Marshall             1,658,516               5.03% 
 
 
        2. Excluding the 545,521 Ordinary Shares held in treasury and the 807,051 Ordinary Shares 
        held by the EBT. 
 
        b) Options granted to members of the Concert Party: 
 
        Ian Temple and John Hunter each have options over 456,250 Ordinary Shares of which 93,750 
        options that have vested for each party. The options are exercisable but not eligible for 
        participation in the proposed tender offer. 
 
         Name            Date Granted        Balance         Number      Date from   Expiry Date 
                                                at 8    of Ordinary          which 
                                           September         Shares    exercisable 
                                                2020    exercisable 
         John Hunter       02/06/2017        350,000         75,000     01/06/2019    02/06/2027 
                       --------------  -------------  -------------  -------------  ------------ 
                                                            275,000    01/06/2021*    02/06/2027 
                       --------------  -------------  -------------  -------------  ------------ 
         John Hunter       28/06/2018        106,250         18,750     01/06/2019    28/06/2028 
                       --------------  -------------  -------------  -------------  ------------ 
                                                             18,750    01/06/2021*    28/06/2028 
                       --------------  -------------  -------------  -------------  ------------ 
                                                             68,750    01/06/2022*    28/06/2028 
                       --------------  -------------  -------------  -------------  ------------ 
 
         Ian Temple        01/06/2017        350,000         75,000     01/06/2019    01/06/2027 
                       --------------  -------------  -------------  -------------  ------------ 
                                                            275,000    01/06/2021*    01/06/2027 
                       --------------  -------------  -------------  -------------  ------------ 
         Ian Temple        28/06/2018        106,250         18,750     01/06/2019    28/06/2028 
                       --------------  -------------  -------------  -------------  ------------ 
                                                             18,750    01/06/2021*    28/06/2028 
         ----------------------------  -------------  -------------  -------------  ------------ 
                                                             68,750    01/06/2022*    28/06/2028 
         ----------------------------  -------------  -------------  -------------  ------------ 
 
 
        * shares vest subject to future performance criteria being achieved 
 

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" 
 
   No such arrangements 
 
   (c)            Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    8 September 2020 
 Contact name:          John Hunter 
                       ----------------- 
 Telephone number:      0207 090 7702 
                       ----------------- 
 

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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