RNS Number : 4065C
Gran Tierra Energy Inc.
30 August 2024
 

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:

Gran Tierra Energy Inc.

(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

Gran Tierra Energy Inc.

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

Offeror

(e) Date position held:

     The latest practicable date prior to the disclosure

29 August 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"

NO

 

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:

 

Common stock with a par value of US$0.001

 

 

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:

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:

(a) interests held by the directors of Gran Tierra Energy Inc and their close relatives and related trusts

 

 

Name                        

Position

Number of Gran Tierra Energy Inc. Shares

% total issued share capital of Gran Tierra

Peter Dey

Board member

2,000

0.00%

Evan Hazell

Board member

5,500

0.02%

Robert Hodgins

Chairman

2,000

0.00%

Ronald Royal

Board member

19,967

0.07%

David Smith

Board member

55,500

0.18%

Brooke Wade

Board member

213,360

0.70%

Gary Guidry

President and Chief Executive Officer

424,369

1.38%

 

(b) Options and awards held by directors of Gran Tierra Energy Inc

 

Share purchase options

 

Gran Tierra Director

Grant Date

Exercise Price

Number of Shares

Expiry Date

 


Gary Guidry

28-Feb-2020

$7.70

97,674

28 February 2025


01-Mar-2021

$8.20

68,853

1 March 2026


24-Feb-2022

$14.20

37,500

24 February 2027


23-Feb-2023

$8.60

53,165

23 February 2028


Peter Dey

01-Oct-2019

$11.70

1,088

1 October 2024


01-Jan-2020

$12.90

1,020

1 January 2025


01-Apr-2020

$2.30

4,798

1 April 2025


01-Jul-2020

$3.50

1,970

1 July 2025


01-Oct-2020

$2.30

4,798

1 October 2025


01-Jan-2021

$3.60

3,021

1 January 2026


01-Apr-2021

$7.20

1,483

1 April 2026


01-Jul-2021

$7.80

1,382

1 July 2026


01-Oct-2021

$7.60

1,382

1 October 2026


03-Jan-2022

$7.60

1,359

3 January 2027


01-Apr-2022

$15.70

647

1 April 2027


01-Jul-2022

$11.50

841

1 July 2027


01-Oct-2022

$12.10

735

1 October 2027


01-Jan-2023

$9.90

906

1 January 2028


David Smith

01-Oct-2019

$11.70

1,088

1 October 2024


01-Jan-2020

$12.90

1,020

1 January 2025


01-Apr-2020

$2.30

4,798

1 April 2025


01-Jul-2020

$3.50

2,417

1 July 2025


01-Oct-2020

$2.30

4,798

1 October 2025


01-Jan-2021

$3.60

3,021

1 January 2026


01-Apr-2021

$7.20

1,483

1 April 2026


01-Jul-2021

$7.80

1,382

1 July 2026


01-Oct-2021

$7.60

1,382

1 October 2026


03-Jan-2022

$7.60

1,359

3 January 2027


01-Apr-2022

$15.70

647

1 April 2027


01-Jul-2022

$11.50

841

1 July 2027


01-Oct-2022

$12.10

735

1 October 2027


01-Jan-2023

$9.90

906

1 January 2028


01-Apr-2023

$8.80

1,020

1 April 2028


01-Jul-2023

$5.03

1,808

1 July 2028


01-Oct-2023

$6.94

1,276

1 October 2028


01-Jan-2024

$5.64

1,970

1 January 2029


01-Apr-2024

$7.20

1,508

1 April 2029


01-Jul-2024

$9.61

1,118

1 July 2029


Ronald Royal

01-Oct-2019

$11.70

1,088

1 October 2024


01-Jan-2020

$12.90

1,020

1 January 2025


01-Apr-2020

$2.30

4,798

1 April 2025


01-Jul-2020

$3.50

1,970

1 July 2025


01-Oct-2020

$2.30

4,798

1 October 2025


01-Jan-2021

$3.60

3,021

1 January 2026


01-Apr-2021

$7.20

1,483

1 April 2026


01-Jul-2021

$7.80

1,382

1 July 2026


01-Oct-2021

$7.60

1,382

1 October 2026


03-Jan-2022

$7.60

1,359

3 January 2027


01-Apr-2022

$15.70

647

1 April 2027


01-Jul-2022

$11.50

841

1 July 2027


01-Oct-2022

$12.10

735

1 October 2027


Evan Hazell

01-Oct-2019

$11.70

1,088

1 October 2024


01-Jan-2020

$12.90

1,020

1 January 2025


01-Apr-2020

$2.30

4,798

1 April 2025


01-Jul-2020

$3.50

2,417

1 July 2025


01-Oct-2020

$2.30

4,798

1 October 2025


01-Jan-2021

$3.60

3,021

1 January 2026


01-Apr-2021

$7.20

1,483

1 April 2026


01-Jul-2021

$7.80

1,382

1 July 2026


Brooke Wade

01-Oct-2019

$11.70

1,088

1 October 2024


01-Jan-2020

$12.90

1,020

1 January 2025


01-Apr-2020

$2.30

4,798

1 April 2025


01-Jul-2020

$3.50

1,970

1 July 2025


01-Oct-2020

$2.30

4,798

1 October 2025


01-Jan-2021

$3.60

3,021

1 January 2026


01-Apr-2021

$7.20

1,483

1 April 2026


01-Jul-2021

$7.80

1,382

1 July 2026


01-Oct-2021

$7.60

1,382

1 October 2026


03-Jan-2022

$7.60

1,359

3 January 2027


01-Apr-2022

$15.70

647

1 April 2027


01-Jul-2022

$11.50

841

1 July 2027


01-Oct-2022

$12.10

735

1 October 2027


Alison Redford

01-Sep-2021

$5.40

8,500

1 September 2026


01-Jul-2022

$11.50

1,682

1 July 2027


01-Oct-2022

$12.10

1,470

1 October 2027


01-Jan-2023

$9.90

1,813

1 January 2028


 

 

 

Deferred stock unit awards

 

Gran Tierra Director

Number of Gran Tierra Energy Inc. Shares under

Option

Date of Grant

Exercise Price Range (USD)

Peter Dey

133,284

Quarterly from 1 January 2016 to 1 July 2024

N/A

Evan Hazell

126,521

Quarterly from 1 January 2016 to 1 July 2024

N/A

Robert Hodgins

132,794

Quarterly from 1 January 2016 to 1 July 2024

N/A

Alison Redford

44,976

Quarterly from 1 October 2021 to 1 July 2024

N/A

Ronald Royal

153,869

Quarterly from 1 January 2016 to 1 July 2024

N/A

Sondra Scott

75,579

Quarterly from 1 October 2017 to 1 January 2021

N/A

David Smith

45,438

Quarterly from 1 January 2016 to 1 January 2022

N/A

Brooke Wade

158,543

Quarterly from 1 January 2016 to 1 July 2024

N/A

 

Restricted stock unit awards

 

Gran Tierra Director

Number of Gran Tierra Energy Inc. Shares under

Option

Date of grant

Dates of vesting

Exercise Price Range (USD)

Gary Guidry

75,067

22 February 2024

1/3 on 22 February 2025

1/3 on 22 February 2026

1/3 on 22 February 2027

N/A

 

Performance stock unit awards

 

Gran Tierra Director

Number of Gran Tierra Energy Inc. Shares under

Option

Dates of grant

Date of Vesting

Exercise Price Range (USD)

Gary Guidry

92,308

24 February 2022

31 December 2024

N/A

143,590

23 February 2023

31 December 2025

N/A

300,268

22 February 2024

31 December 2026

N/A

 

 

 

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:

29 August 2024
Contact name:

Phillip Abraham
Telephone number:

+1 (403) 698-7918

 

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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