Form 8.1 Opening Position Disclosure (MariaDB plc)
REDWOOD CITY, Calif. & DUBLIN–(BUSINESS WIRE)–MariaDB plc (NYSE: MRDB):
FORM 8.1(a) & (b)
(Opening Position Disclosure)
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE
1. KEY INFORMATION
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(a) Full name of discloser: |
MariaDB plc |
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(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a):
The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named. |
N/A |
|
(c) Name of offeror/offeree in relation to whoserelevant securities this form relates:
Use a separate form for each offeror/offeree |
MariaDB plc |
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(d) Is the discloser the offeror or the offeree? |
Offeree |
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(e) Date position held:
The latest practicable date prior to the disclosure |
28 September 2023 |
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(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respectof any other party to the offer?
If it is a cash offer or possible cash offer, state“N/A” |
N/A |
2. INTERESTS AND SHORT POSITIONS
If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)
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Class of relevant security: (Note 2) |
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Interests |
Short positions |
|||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities ownedand/or controlled: |
0 |
0 |
0 |
– |
|
(2) Cash-settled derivatives: |
0 |
– |
0 |
– |
|
(3) Stock-settled derivatives(including options) andagreements to purchase/sell: |
0 |
– |
0 |
– |
|
Total: |
0 |
0 |
0 |
– |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE
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Details of any interests and short positions (including directors’and other employee options) of any person acting in concert withthe party making the disclosure: |
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(a) MariaDB plc Directors The directors of MariaDB plc detailed in the table below (together with their connected persons under Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules) have the following interests in MariaDB plc: |
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|
Director |
Class of Relevant Security |
Number of ordinary shares held at midnight (ET) on 28 September 2023 |
Percentage of total issued share capital (rounded) |
Total number ordinary shares underlying outstanding Options, RSUs, PSUs, Employee Scheme Purchase Plan Rights and other subscription rights |
|
Alexander Suh |
Ordinary shares of US$0.01 each |
4,433,040 |
6.55% |
104,166 |
|
Christine Russell |
Ordinary shares of US$0.01 each |
48,342 |
0.07% |
296,372 |
|
Harold R Berenson |
Ordinary shares of US$0.01 each |
48,342 |
0.07% |
296,373 |
|
Jurgen Ingels |
Ordinary shares of US$0.01 each |
5,927,117 |
8.75% |
182,291 |
|
Paul O’Brien |
Ordinary shares of US$0.01 each |
0 |
0.00% |
1,300,000 |
|
Theodore Wang |
Ordinary shares of US$0.01 each |
2,477,277 |
3.66% |
3,037,439 |
|
TOTAL |
|
12,934,118 |
19.10% |
5,216,640 |
|
(b) MariaDB plc Advisers |
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| None | ||||
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.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the party to the offer making the disclosure or anyperson acting in concert with it: |
|
|
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Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none” |
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None |
(b) Agreements, arrangements or understandings relating to options or derivatives
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Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relatingto the voting rights of any relevant securities under any optionreferred to on this form or relating to the voting rights or futureacquisition or disposal of any relevant securities to which anyderivative referred to on this form is referenced. If none, thisshould be stated. |
|
None |
(c) Attachments
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Is a Supplemental Form 8 attached? |
YES/NO |
|
|
No |
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Date of disclosure: |
29 September 2023 |
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Contact name: |
Roya Shakoori |
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Telephone number: |
(855) 562-7423 |
Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.1(a) and (b)
1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.
2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
3. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
Source: MariaDB
View source version on businesswire.com: https://www.businesswire.com/news/home/20230928218859/en/
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