FORM 8
(OPD)
Gama Aviation
plc
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:
|
1. Marwan
Khalek
|
|
2.
Bermesico Holdings Limited & Gesafi Real Estate S.A.
|
|
(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.
|
1.
N/A
|
|
2. The
Capri Family Trust (Jersey)
Trustee:
Solaro AG, located at
Ringstrasse 14, 7000 Chur, Switzerland with Wolfgang Klien, Jürg
Greter and Christian Gstöhl as Directors
Settlor:
The Capri Family Foundation,
located at PH Venturi House, 49 St, Bella Vista, Panama City,
Panama
Beneficiaries:
The descendants of Tom
(Shlomo) Wyler
The Foundation was
established in 2009 by the late Ernst Wyler (2012). Tom (Shlomo)
Wyler is a consultant to the Foundation, however, for clarity, Tom
Wyler disclaims control and a beneficial ownership in the Trust and
Foundation.
|
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
|
Gama
Aviation plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
JOINT
OFFERORS
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
27 March
2024
|
|
(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
1.
MARWAN KHALEK
|
Class of relevant
security:
|
1p Ordinary
Shares
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:1
|
14,179,607
|
22.14
|
NIL
|
-
|
|
(2) Cash-settled
derivatives:
|
NIL
|
-
|
NIL
|
-
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
NIL
|
-
|
NIL
|
-
|
|
TOTAL:
|
14,179,607
|
22.14
|
NIL
|
-
|
1Includes 3,000,000 ordinary shares held in trust for the
benefit of Marwan Khalek family members.
2.
BERMESICO HOLDINGS LIMITED & GESAFI REAL ESTATE
S.A.2
|
Class of relevant
security:
|
1p Ordinary
Shares
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
14,361,483
|
22.43
|
NIL
|
-
|
|
(2) Cash-settled
derivatives:
|
NIL
|
-
|
NIL
|
-
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
NIL
|
-
|
NIL
|
-
|
|
TOTAL:
|
14,361,483
|
22.43
|
NIL
|
-
|
2Bermesico Holdings Limited
holds 12,145,726 shares and Gesafi Real Estate S.A. holds
2,215,757.
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:
|
1p Ordinary
shares
|
|
Details, including nature of
the rights concerned and relevant percentages:
|
1. Marwan Khalek
|
Option
Holder
|
Number of
options
|
Date of
grant
|
Vesting
date
|
Exercise
price
|
Expiry date
|
|
Marwan
Khalek
|
526,526
|
29-Mar-21
|
29-Mar-24
|
1p
|
28-Mar-31
|
|
|
2. Bermesico Holdings Limited &
Gesafi Real Estate S.A.
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 parties acting in concert with the
Offerors
|
Shareholder
|
Number of Ordinary Shares in
Gama Aviation plc
|
Percentage of total issued
share capital
|
|
Crescent Enterprises Ltd (UAE)
|
2,597,810
|
4.05%
|
|
Alireza Ittihadieh
(via
Lombard Odier Darier Hentsch & Cie)
|
1,503,000
|
2.34%
|
|
Sheikh
Mohammed Bin Abdullah Al Thani
(via Felix
Trading Co LLC)
|
865,936
|
1.35%
|
|
Ghassan Abdel-Khalek
|
627,476
|
0.98%
|
|
Stephen Wright
(via
St. Anns Square Nominees Limited & own name)
|
263,188
|
0.41%
|
|
GAMA
Group Employee Benefit Trust
|
219,310
|
0.34%
|
|
Total MK Concert
Party
|
6,076,720
|
9.49%
|
(b)
Interests held as options or awards under the share plans of Gama
Aviation plc by those acting in concert with the
Offerors
|
Option
Holder
|
Number of
options
|
Date of
grant
|
Vesting
date
|
Exercise
price
|
Expiry date
|
|
Stephen
Wright
|
262,500
|
29-Mar-21
|
29-Mar-24
|
68.8
pence
|
28-Mar-31
|
|
125,000
|
26-Mar-21
|
26-Mar-24
|
39.0
pence
|
25-Mar-31
|
|
289,099
|
29-Mar-21
|
29-Mar-24
|
1.0
pence
|
28-Mar-31
|
|
Total
|
676,599
|
|
|
|
|
|
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:
|
22 March
2024
|
Contact name:
|
Marwan
Khalek
Rouven
Schwarz (for Bermesico Holdings Limited & Gesafi Real Estate
S.A.)
|
Telephone number:
|
+44 125 298
4515
+41 792 456
287
|
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.