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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')

·5-min read

Dialog Semiconductor Plc. (0OLN)
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.

 

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:

 Use a separate form for each offeror/offeree

Dialog Semiconductor Plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

 The latest practicable date prior to the disclosure

12 February 2021

(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:

 

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

 

 TOTAL:

Nil

0

Nil

0

 

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 shares

Percentage of existing Dialog Semiconductor Plc issued share capital (71,268,687)

Jalal Bagherli

584,615[1]

0.820%

Richard Beyer

19,358

0.027%

Alan Campbell

14,492

0.020%

Michael Cannon

14,662

0.021%

Mary Chan

12,674

0.018%

Joanne Curin

2,350

0.003%

Nicholas Jeffery

8,511

0.012%

Eamonn O'Hare

15,665

0.022%

 

3(b) Directors' rights to subscribe to Dialog Semiconductor Plc shares

 

Director

Plan

Number of Dialog Semiconductor shares

Grant Date

Vesting Date

Expiry date

Exercise Price (Euros)

Jalal Bagherli

Deferred Bonus Plan

29,913

12 February 2015

12 February 2018

12 February 2022

0.01

Jalal Bagherli

LTIP Performance Vesting

43,001

3 March 2016

1 March 2019

3 March 2026

0.15

Jalal Bagherli

Deferred Bonus Plan

11,772

3 March 2016

3 March 2019

3 March 2023

0.01

Jalal Bagherli

Deferred Bonus Plan

6,514

5 March 2018

5 March 2021

5 March 2025

0.01

Jalal Bagherli

LTIP Performance Vesting

185,550

5 March 2018

5 March 2021

5 March 2028

0.15

Jalal Bagherli

Deferred Bonus Plan

3,291

8 March 2019

8 March 2022

8 March 2026

0.01

Jalal Bagherli

LTIP Performance Vesting

177,126

8 March 2019

8 March 2022

8 March 2029

0.15

Jalal Bagherli

LTIP Performance Vesting

73,254

13 May 2019

13 May 2022

13 May 2029

0.15

Jalal Bagherli

Deferred Bonus Plan

20,504

6 March 2020

6 March 2023

6 March 2027

0.01

Jalal Bagherli

LTIP Performance Vesting

189,203

6 March 2020

6 March 2023

6 March 2030

0.15

 

 

 

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

Contact name:

Colin Sturt, General Counsel /

Tim Anderson, Company Secretary

Telephone number:

+44 1793 756 773 /

+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

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