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
(a) Full name of discloser:
MariaDB 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.
N/A
(c) Name of offeror/offeree in relation
to whose relevant securities this form relates:
Use a separate form for each
offeror/offeree
MariaDB plc
(d) Is the discloser the offeror or the
offeree?
Offeree
(e) Date position held:
The latest practicable date prior to the
disclosure
6 March 2024
(f) In addition to the company in 1(c)
above, is the discloser also 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. 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)
Class of relevant security: (Note
2)
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned
and/or controlled:
0
0
0
-
(2) Cash-settled derivatives:
0
-
0
-
(3) Stock-settled derivatives
(including options) and agreements 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
Details of any interests and short
positions (including directors’ and other employee options)
of any person acting in concert with the party making the
disclosure:
(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:
Director
Class of Relevant Security
Number of ordinary shares held at
midnight (ET) on 6 March 2024
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
Jurgen Ingels
Ordinary shares of US$0.01 each
5,927,117
8.749%
182,291
Paul O'Brien
Ordinary shares of US$0.01 each
0
0.00%
1,300,000
Michael Fanfant
Ordinary shares of US$0.01 each
5,269,012*
7.777%
0
Yakov Zubarev
Ordinary shares of US$0.01 each
0
0.00%
0
* Represents 2,557,043 Ordinary Shares
beneficially owned by Runa Capital Fund II L.P., 1,992,618 Ordinary
Shares beneficially owned by Runa Capital Opportunity Fund I, L.P.,
and 719,351 Ordinary Shares beneficially owned by Runa Ventures I
Limited. The business address of Runa Capital is Williams House,
4th Floor, 20 Reid Street, Hamilton HM 11, Bermuda. For the
avoidance of doubt, no such Ordinary Share are owned by Michael
Fanfant. (b) MariaDB plc Advisers 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
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
Full details of any agreement,
arrangement or understanding between the person disclosing
and any other person relating to the voting rights of any
relevant securities under any option referred to on this
form or relating to the voting rights or future acquisition
or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none,
this should be stated.
None
(c) Attachments
Is a Supplemental Form 8
attached?
YES/NO
No
Date of disclosure:
7 March 2024
Contact name:
Conor McCarthy
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
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