DJ Form 8 - Dialog Semiconductor Plc.: PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the 'Code')
Dialog Semiconductor Plc. (0OLN)
Form 8 - Dialog Semiconductor Plc.: PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the
Takeover Code (the 'Code')
15-Feb-2021 / 18:00 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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1. KEY INFORMATION
(a) Full name of discloser: Dialog
Semiconductor 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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Dialog
Semiconductor Plc
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held:
12 February 2021
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any N/A
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:
10 pence ordinary shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
(2) Cash-settled derivatives:
Nil 0 Nil 0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil 0 Nil 0
Nil 0 Nil 0
TOTAL:
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:
3(a) Shares held by directors of Dialog Semiconductor Plc
Director Number of Dialog Semiconductor Plc Percentage of existing Dialog Semiconductor Plc issued share capital
shares (71,268,687)
Jalal 584,615[1] 0.820%
Bagherli
Richard Beyer 19,358 0.027%
Alan Campbell 14,492 0.020%
Michael 14,662 0.021%
Cannon
Mary Chan 12,674 0.018%
Joanne Curin 2,350 0.003%
Nicholas 8,511 0.012%
Jeffery
Eamonn O'Hare 15,665 0.022%
3(b) Directors' rights to subscribe to Dialog Semiconductor Plc shares
Director Plan Number of Dialog Grant Date Vesting Date Expiry date Exercise Price
Semiconductor shares (Euros)
Jalal Deferred Bonus Plan 29,913 12 February 12 February 12 February 0.01
Bagherli 2015 2018 2022
Jalal LTIP Performance 43,001 3 March 2016 1 March 2019 3 March 2026 0.15
Bagherli Vesting
Jalal Deferred Bonus Plan 11,772 3 March 2016 3 March 2019 3 March 2023 0.01
Bagherli
Jalal Deferred Bonus Plan 6,514 5 March 2018 5 March 2021 5 March 2025 0.01
Bagherli
Jalal LTIP Performance 185,550 5 March 2018 5 March 2021 5 March 2028 0.15
Bagherli Vesting
Jalal Deferred Bonus Plan 3,291 8 March 2019 8 March 2022 8 March 2026 0.01
Bagherli
Jalal LTIP Performance 177,126 8 March 2019 8 March 2022 8 March 2029 0.15
Bagherli Vesting
Jalal LTIP Performance 73,254 13 May 2019 13 May 2022 13 May 2029 0.15
Bagherli Vesting
Jalal Deferred Bonus Plan 20,504 6 March 2020 6 March 2023 6 March 2027 0.01
Bagherli
Jalal LTIP Performance 189,203 6 March 2020 6 March 2023 6 March 2030 0.15
Bagherli Vesting
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: 15 February 2021
Colin Sturt, General Counsel /
Contact name:
Tim Anderson, Company Secretary
+44 1793 756 773 /
Telephone number:
+44 20 3060 6845
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. -----------------------------------------------------------------------------------------------------------------------
[1] The total of which includes 73,000 Dialog Semiconductor Plc shares held by Jalal Bagherli's connected person. Contact: Jose Cano Director, Investor Relations jose.cano@diasemi.com +44(0)1793756961 -----------------------------------------------------------------------------------------------------------------------
ISIN: GB0059822006 Category Code: FEE - Dialog Semiconductor Plc TIDM: 0OLN LEI Code: 529900QA2LORU6646N15 Sequence No.: 93568 EQS News ID: 1168335 End of Announcement EQS News Service =------------------------------------------------------------------------------------
(END) Dow Jones Newswires
February 15, 2021 12:00 ET (17:00 GMT)
