Form 8 (OPD) Elementis plc

 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:	Elementis plc ("Elementis")
(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	Elementis
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	25 November 2020
(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"	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	%	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	-
TOTAL:	NIL	-	NIL	-

 

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:	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:

 

(a)        Ordinary shares in Elementis held by Elementis Directors

 

The issued share capital as at 25 November 2020 is 580,801,241.

 

Concert Party	Number of ordinary shares in Elementis	Percentage of existing issued ordinary share capital in Elementis (per cent) (1)
Andrew Duff	113,500	0.01954%
Dorothee Deuring	26,250	0.00452%
Steve Good	62,500	0.01076%
Ralph Hewins	59,193	0.01019%
Anne Hyland	22,153	0.00381%
John O'Higgins	NIL	NIL
Christine Soden	NIL	NIL
Paul Waterman	713,843	0.12291%

⁽¹⁾ Rounded to 5 decimal places

 

 

(b)        Deferred share awards held by Elementis Executive Directors

 

Deferred shares may be awarded to Elementis Executive Directors as part of their annual bonus.  Any bonus due above 50% of the individual's maximum bonus entitlement is awarded as deferred shares, which vest after two years unless the individual ceases employment prior to the second anniversary of the award and qualifies as a good leaver.  Please see the Directors' Remuneration Report on pages 79 to 95 of Elementis' 2019 Annual Report and Accounts for further details.

 

(i)               Deferred share awards held by Paul Waterman

 

Award Date	Vesting Date (subject to employment conditions)	Subscription Price (£)	Outstanding
06.03.2019	06.03.2021	£0.00	110,378
05.03.2020	05.03.2022	£0.00	188,130

 

(ii)              Deferred share awards held by Ralph Hewins

 

Award Date	Vesting Date (subject to employment conditions)	Subscription Price (£)	Outstanding
07.03.2017	08.03.2019	£0.00	7,140
07.03.2017	08.03.2020	£0.00	17,458
05.03.2018	05.03.2020	£0.00	73,123
06.03.2019	06.03.2021	£0.00	48,865
05.03.2020	05.03.2022	£0.00	76,266

 

(c)        Long Term Incentive Plan ("LTIP") awards held by Elementis Executive Directors

 

LTIP awards are granted to Elementis Executive Directors on an annual basis and vest over a period of three years subject to continued service and the achievement of a number of key performance measures.  Performance for 2017, 2018 and 2019 LTIPs is measured based on a 50/50 split of earnings per share growth and total shareholder return against a comparator group.  Performance for 2020 LTIPs is measured based on a 1/3 split of earnings per share growth and total shareholder return against a comparator group and cash conversion.  Please see the Directors' Remuneration Report on pages 79 to 95 of Elementis' 2019 Annual Report and Accounts for further details.

 

(i)         LTIP awards held by Paul Waterman

 

Award Date	Vesting Date (subject to performance and employment conditions)	Subscription Price (£)	Outstanding
30.04.2018	30.04.2021	£0.00	483,127
01.04.2019	01.04.2022	£0.00	849,282
07.04.2020	07.04.2023	£0.00	2,037,577

 

(ii)        LTIP awards held by Ralph Hewins

 

Award Date	Vesting Date (subject to performance and employment conditions)	Subscription Price (£)	Outstanding
07.03.2017	07.03.2017	£0.00	92,262
30.04.2018	30.04.2021	£0.00	229,983
01.04.2019	01.04.2022	£0.00	381,469
07.04.2020	07.04.2023	£0.00	862,469

 

(d)        Save as you earn ("SAYE") awards held by Elementis Executive Directors

 

This is a savings based share option scheme that is not subject to performance conditions.

 

(i)         SAYE awards held by Paul Waterman

 

Award Date	Vesting Date (subject to performance and employment conditions)	Subscription Price (£)	Outstanding
15.09.2020	15.05.2022	£0.6311	59,188

 

(ii)        SAYE awards held by Ralph Hewins

 

Award Date	Vesting Date (subject to performance and employment conditions)	Subscription Price (£)	Outstanding
27.11.2018	27.11.2021	£1.6391	10,981

 

BUCK TRUSTEES (GUERNSEY) LIMITED

 

Class of relevant security:	Ordinary shares in Elementis
	Interests		Short Positions
Name	Number	%	Number	%
(1)  Relevant securities owned and/or controlled:	621,236	0.10696%	NIL	NIL
(2)  Cash-settled derivatives:	NIL	NIL	NIL	NIL
(3)  Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	NIL	NIL	NIL
TOTAL:	621,236	0.10696%	NIL	NIL

⁽¹⁾ Rounded to 5 decimal places

 

 

(e)        Interests and short positions of Elementis' advisers in ordinary shares in Elementis

 

J.P. MORGAN CHASE BANK (CUSTODY) 

Class of relevant security:	Ordinary shares in Elementis
	Interests		Short positions
Name	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	2	0.00000(1)	NIL	NIL
(2) Cash-settled derivatives:	NIL	NIL	NIL	NIL
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	NIL	NIL	NIL
TOTAL:	2	0.00000(1)	NIL	NIL

⁽¹⁾ Rounded to 5 decimal places.

No interests, short positions or rights to subscribe are held by Elementis plc's connected advisers Rothschild & Co or Numis Securities Limited, or the persons affiliated with them, who are not exempt principal traders for the purposes of the Rule 8 of the Code.

 

 

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:	25 November 2020
Contact name:	Laura Higgins Group Company Secretary
Telephone number:	020 7067 2999

 

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.