Form 8 (OPD) - Rules 8.1 & 8.2
Pharos Energy plc, as the offeree in a takeover situation, has disclosed its public opening position as of June 26, 2026, reporting no interests or short positions in its own relevant securities. However, individuals acting in concert with Pharos Energy plc hold a total of 2,380,289 ordinary shares, representing 0.57% of the issued share capital. Notably, Susan Rivett holds 1,848,163 shares and has significant unexercised options under various share plans, with awards vesting between 2026 and 2029. Katherine Roe also holds substantial options, with awards vesting between 2027 and 2029. There are no disclosed indemnity or other dealing arrangements, nor agreements relating to options or derivatives.
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Rules 8.1 and 8.2 of the Takeover Code (the "Code")
KEY INFORMATION
| (a) Full name of discloser: | Pharos Energy plc |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Pharos Energy plc |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held: The latest practicable date prior to the disclosure | 26 June 2026 |
POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Class of relevant security:
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | Nil | Nil | Nil |
| (2) Cash-settled derivatives: | Nil | Nil | Nil | Nil |
| TOTAL: | Nil | Nil | Nil | Nil |
All interests and all short positions should be disclosed.
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 |
- POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Director Number of Ordinary Shares held Percentage of total issued share capital (%) Joao Pedro Felix Saraiva E Silva 250,000 0.06% Katherine Roe 135,178 0.03% Susan Rivett 1,848,163 0.44% Geoffrey Stephen Green 95,000 0.02% Lisa Mitchell* 51,948 0.01% TOTAL 2,380,289 0.57% * The beneficial title to the Pharos Shares registered in the name of Lisa Mitchell is held by Alexander John Barblett (spouse of Lisa Mitchell). Options over shares: Name Pharos Share Plan under which award was granted No. of ordinary shares in Pharos subject to award* Date of grant Exercise price Vesting date(s) Expiry or lapse date** Sue Rivett 2024 Deferred Share Bonus Plan 440,349 30 April 2024 £.0.00 30 April 2026 30 April 2034 2024 Deferred Share Bonus Plan 452,996 24 January 2025 £.0.00 24 January 2027 24 January 2035 Long Term Incentive Plan 2,269,665 23 March 2023 £.0.00 23 March 2026 23 March 2033 Long Term Incentive Plan 2,892,919 30 April 2024 £.0.00 30 April 2027 30 April 2034 Long Term Incentive Plan 2,818,263 27 March 2025 £.0.00 27 March 2028 27 March 2035 2024 Deferred Share Bonus Plan 468,680 25 June 2026 £.0.00 25 June 2028 25 June 2036 Long Term Incentive Plan 2,521,147 25 June 2026 £.0.00 25 June 2029 25 June 2036 Katherine Roe 2024 Deferred Share Bonus Plan 282,492 24 January 2025 £.0.00 24 January 2027 24 January 2035 Long Term Incentive Plan 3,174,447 1 July 2024 £.0.00 1 July 2027 1 July 2034 Long Term Incentive Plan 3,825,855 27 March 2025 £.0.00 27 March 2028 27 March 2035 2024 Deferred Share Bonus Plan 636,243 25 June 2026 £.0.00 25 June 2028 25 June 2036 Long Term Incentive Plan 3,625,498 25 June 2026 £.0.00 25 June 2029 25 June 2036 * Figures include accrued dividends and are subject to further adjustments for subsequent dividend accruals (including for the FY2025 final dividend as well as any other accruals subsequently becoming due). ** If such awards, structured as nil-cost options, vest but are not exercised before this date.
- OTHER INFORMATION
- Indemnity and other dealing arrangements
None
- Agreements, arrangements or understandings relating to options or derivatives
None
Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 29 June 2026 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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