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Form 8 (OPD) - Serica Energy PLC

RNS Number : 6782T

Serica Energy PLC

25 July 2022

FORM 8 (OPD)

AMENDED - This form replaces RNS 6368T published on 25 July 2022 at 12:01 (GMT +1) - Sections 1 and 3 have been updated

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:	Serica Energy plc
(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.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Serica Energy plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held: The latest practicable date prior to the disclosure	25 July 2022
(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"	NO If YES, specify which:

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:	Serica Energy plc ordinary shares of 10p each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	N/A	-	N/A	-
(2) Cash-settled derivatives:	N/A	-	N/A	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	N/A	-	N/A	-
TOTAL:	N/A	-	N/A	-

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:	N/A
Details, including nature of the rights concerned and relevant percentages:	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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

The directors of Serica Energy plc have the following interests in Serica Energy plc ordinary shares:

(a) Interests in Serica Energy plc shares held by the directors of Serica Energy plc and their close persons and related trusts:

Director	Role	Number of ordinary shares	Percentage of total issued share capital (2 decimal places)
Antony Craven Walker	Chairman	7,357,694	2.57
Mitch Flegg	CEO	184,445	0.06
Andrew Bell	CFO	18,709	0.00
Malcolm Webb	Director	64,506	0.02
Total	-	7,625,354	2.66

(b) Serica 2005 Option Plan

Director	Role	Date of grant	Exercise price	Number of ordinary shares over which rights have been granted and are outstanding	Vesting period
Antony Craven Walker	Chairman	29 June 2015	12p	1,000,000	3 years from date of grant
		29 June 2015	18p	1,000,000	3 years from date of grant
		29 June 2015	24p	500,000	3 years from date of grant
Total				2,500,000*

Note: 2,710,544 including dividend accruals, which represent additional ordinary shares over which rights have been granted in lieu of cash payments for dividends pursuant to the plan terms.

Director	Role	Date of grant	Exercise price	Total number of shares granted subject to Deferred Bonus Share Awards	Total including dividend accruals	Exercise Period
Antony Craven Walker	Chairman	30 November 2017	Nil	225,000	243,948	Up to 5th anniversary of date of grant
Mitch Flegg	CEO	30 November 2017	Nil	225,000	243,948	Up to 5th anniversary of date of grant
Andrew Bell	CFO	30 November 2017	Nil	138,000	149,622	Up to 5th anniversary of date of grant

(d) Performance Share Awards

Director	Role	Date of grant	Exercise price	Total number of shares granted subject to Performance Share Awards	Total including dividend accruals	Exercise Period
Antony Craven Walker	Chairman	25 May 2018	Nil	1,500,000	1,626,326	See Note 1
		1 March 2019	Nil	411,067	445,686	See Note 2
		18 May 2020	Nil	386,100	418,616	See Note 2
		17 May 2021	Nil	587,349	621,907	See Note 3
		16 May 2022	Nil	138,300	142,667	See Note 4
Mitch Flegg	CEO	25 May 2018	Nil	1,500,000	1,626,326	See Note 1
		5 March 2019	Nil	411,067	445,686	See Note 2
		18 May 2020	Nil	386,100	418,616	See Note 2
		17 May 2021	Nil	587,349	621,907	See Note 3
		16 May 2022	Nil	147,615	152,277	See Note 4
Andrew Bell	CFO	25 May 2018	Nil	800,000	867,373	See Note 1
		5 March 2019	Nil	234,308	254,040	See Note 2
		18 May 2020	Nil	224,478	243,382	See Note 2
		17 May 2021	Nil	306,210	324,226	See Note 3
		16 May 2022	Nil	92,576	95,499	See Note 4

*Note 1: Up to 10th anniversary of date of grant.

*Note 2: Subject to vesting criteria based on absolute share price performance over a three year period.

*Note 3: Subject to vesting criteria based on absolute share price performance over a three year period (75%) and on reductions in carbon intensity of production from the BKR assets (25%).

Note 4: Subject to vesting criteria based on absolute share price performance over a three year period and specific performance targets related to carbon emissions from operations over the same period. For the awards to vest in full, a 100% increase in average share price must be maintained for at least a six-month period together with a significant decrease in carbon emissions per barrel of oil equivalent produced.

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"

N/A

(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"

N/A

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	25 July 2022
Contact name:	Mitch Flegg, CEO
Telephone number:	+44 (0) 20 7390 0230

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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END

FEEEAXXSAENAEFA

TIDM	SQZ
Share Price	263.60p1.00%
Market Cap	£1.04bn

Date	25 Jul 2022
Time	18:12:37
Category	Holding(s) in company
ID	6782T

TIDM	SQZ
Share Price	263.60p1.00%
Market Cap	£1.04bn

Date	25 Jul 2022
Time	18:12:37
Category	Holding(s) in company
ID	6782T

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Form 8 (OPD) - Serica Energy PLC

Date of disclosure:

Contact name:

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