REG - AMG Lithium BV - Form 8 (OPD) - AMG Lithium B.V.
29/05/2026 13:00
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RNS Number : 2748G AMG Lithium BV 29 May 2026
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: AMG Lithium B.V. (a direct wholly-owned subsidiary of AMG Critical Materials
N.V.)
(b) Owner or controller of interests and short positions disclosed, if N/A
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 AMG Lithium B.V. (a direct wholly-owned subsidiary of AMG Critical Materials
relates: N.V.)
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEROR
(e) Date position held: 27 May 2026
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making YES
disclosures in respect of any other party to the offer?
If YES, specify which:
If it is a cash offer or possible cash offer, state "N/A"
Zinnwald Lithium plc
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: Ordinary shares of €0.02 each in AMG Critical Materials N.V.
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
(2) Cash-settled derivatives: Nil Nil Nil Nil
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
Nil Nil Nil Nil
TOTAL:
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) Ordinary shares of €0.02 each in AMG Critical Materials N.V. held by
the management and supervisory board members (including their close relatives
and related trusts) of AMG Critical Materials N.V. and AMG Lithium B.V. as of
27 May 2026:
Director Name Class of relevant securities* No. of relevant securities held Percentage of issued share capital (%)
Heinz Schimmelbusch Ordinary Shares 1,152,193 3.53
Restricted Ordinary Shares((1)) 110,140
Jackson Dunckel Ordinary Shares 65,091 0.27
Restricted Ordinary Shares((1)) 33,115
Michael Connor Ordinary Shares 41,510 0.12
Restricted Ordinary Shares((1)) 1,625
Dagmar Bottenbruch Ordinary Shares 1,008 0.02
Restricted Ordinary Shares((2)) 9,576
Willem van Hassel Ordinary Shares 3,358 0.04
Restricted Ordinary Shares((2)) 13,716
Warmolt Prins Ordinary Shares 12,990 0.05
Restricted Ordinary Shares((2)) 6,570
Anne Roby Ordinary Shares 3,200 0.02
Restricted Ordinary Shares((2)) 4,467
Robert Jeffries Ordinary Shares 5,400 0.01
Restricted Ordinary Shares((2)) 1,405
Stefan Scherer** Ordinary Shares 3,595 0.01
Ludo Mees Ordinary Shares 18,710 0.05
Fabiano Costa Ordinary Shares 20,598 0.05
* Restricted Ordinary Shares are deemed restricted by the Dutch Financial
Markets Authority as such shares were issued as part of the remuneration of
the members of the Supervisory and Management Board of AMG Critical Materials
N.V.
** Stefan Scherer is also a director of Zinnwald Lithium plc and was appointed
by AMG Lithium B.V. as its representative in light of its holding of
158,996,738 ordinary shares of £0.01 each in Zinnwald Lithium plc (approx.
29.32% of the issued share capital).
((1)) Restricted Ordinary Shares held by members of the Management Board must
be held for a period of 2 years from the date of issue, but otherwise have the
same voting and economic rights as Ordinary Shares.
((2)) Restricted Ordinary Shares held by members of the Supervisory Board have
the same voting and economic rights as Ordinary Shares, save that any
Restricted Ordinary Shares issued from 1 January 2026 must be held for a
period of: (i) 3 years from the date of issue, or (ii) 1 year after
retirement.
b) Awards in ordinary shares of €0.02 each in AMG Critical Materials
N.V. held by the management and supervisory board members of AMG Critical
Materials N.V. and AMG Lithium B.V.:
Director Name Type of Interest No. of Equity Incentive Plan Awards* Vesting Date Exercise Price (€) Grant Date
Heinz Schimmelbusch Performance Share Unit 125,256 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 158,776 31 December 2027((1)) 20.51 6 March 2025
Employee Stock Option 47,667 4 May 2021((2)) 25.50 4 May 2017
Employee Stock Option 17,086 2 May 2022((2)) 44.24 2 May 2018
Employee Stock Option 35,602 13 May 2023((2)) 31.43 13 May 2019
Employee Stock Option 85,859 11 March 2024((2)) 19.31 11 March 2020
Deferred Stock Unit 225,201 25 August 2026((3)) 27.74 25 February 2026
Jackson Dunckel Performance Share Unit 36,568 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 56,675 31 December 2027((1)) 20.51 6 March 2025
Employee Stock Option 14,020 4 May 2021((2)) 25.50 4 May 2017
Employee Stock Option 5,026 2 May 2022((2)) 44.24 2 May 2018
Employee Stock Option 10,471 13 May 2023((2)) 31.43 13 May 2019
Employee Stock Option 25,253 11 March 2024((2)) 19.32 11 March 2020
Michael Connor Performance Share Unit 24,378 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 30,902 31 December 2027((1)) 20.51 6 March 2025
Stefan Scherer Performance Share Unit 4,449 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 5,640 31 December 2027((1)) 20.51 6 March 2025
Ludo Mees Performance Share Unit 3,474 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 5,640 31 December 2027((1)) 20.51 6 March 2025
Fabiano Costa Performance Share Unit 4,449 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 5,640 31 December 2027((1)) 20.51 6 March 2025
(*) These include unearned shares, units or other rights that have not vested
or have vested but remain unexercised.
((1)) The Performance Share Units will vest on 31 December of the third year
following the relevant grant date (inclusive of the year of grant).
((2)) Half of the Employee Stock Options will vest on each of the third and
fourth year following the grant date, subject to a performance condition
related to return on capital employed. The Employee Stock Options expire on
the tenth anniversary of the grant date.
((3)) The Deferred Stock Units were issued to Heinz Schimmelbusch in
connection with the sale of Aura Technologies GmbH to AMG Critical Materials
N.V. on 25 February 2026. The Deferred Stock Units vested on the date of grant
and must be settled in ordinary shares of €0.02 each in the capital of AMG
Critical Materials N.V. by 25 August 2026.
* Restricted Ordinary Shares are deemed restricted by the Dutch Financial
Markets Authority as such shares were issued as part of the remuneration of
the members of the Supervisory and Management Board of AMG Critical Materials
N.V.
** Stefan Scherer is also a director of Zinnwald Lithium plc and was appointed
by AMG Lithium B.V. as its representative in light of its holding of
158,996,738 ordinary shares of £0.01 each in Zinnwald Lithium plc (approx.
29.32% of the issued share capital).
((1)) Restricted Ordinary Shares held by members of the Management Board must
be held for a period of 2 years from the date of issue, but otherwise have the
same voting and economic rights as Ordinary Shares.
((2)) Restricted Ordinary Shares held by members of the Supervisory Board have
the same voting and economic rights as Ordinary Shares, save that any
Restricted Ordinary Shares issued from 1 January 2026 must be held for a
period of: (i) 3 years from the date of issue, or (ii) 1 year after
retirement.
b) Awards in ordinary shares of €0.02 each in AMG Critical Materials
N.V. held by the management and supervisory board members of AMG Critical
Materials N.V. and AMG Lithium B.V.:
Director Name Type of Interest No. of Equity Incentive Plan Awards* Vesting Date Exercise Price (€) Grant Date
Heinz Schimmelbusch Performance Share Unit 125,256 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 158,776 31 December 2027((1)) 20.51 6 March 2025
Employee Stock Option 47,667 4 May 2021((2)) 25.50 4 May 2017
Employee Stock Option 17,086 2 May 2022((2)) 44.24 2 May 2018
Employee Stock Option 35,602 13 May 2023((2)) 31.43 13 May 2019
Employee Stock Option 85,859 11 March 2024((2)) 19.31 11 March 2020
Deferred Stock Unit 225,201 25 August 2026((3)) 27.74 25 February 2026
Jackson Dunckel Performance Share Unit 36,568 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 56,675 31 December 2027((1)) 20.51 6 March 2025
Employee Stock Option 14,020 4 May 2021((2)) 25.50 4 May 2017
Employee Stock Option 5,026 2 May 2022((2)) 44.24 2 May 2018
Employee Stock Option 10,471 13 May 2023((2)) 31.43 13 May 2019
Employee Stock Option 25,253 11 March 2024((2)) 19.32 11 March 2020
Michael Connor Performance Share Unit 24,378 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 30,902 31 December 2027((1)) 20.51 6 March 2025
Stefan Scherer Performance Share Unit 4,449 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 5,640 31 December 2027((1)) 20.51 6 March 2025
Ludo Mees Performance Share Unit 3,474 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 5,640 31 December 2027((1)) 20.51 6 March 2025
Fabiano Costa Performance Share Unit 4,449 31 December 2026((1)) 16.18 29 February 2024
Performance Share Unit 5,640 31 December 2027((1)) 20.51 6 March 2025
(*) These include unearned shares, units or other rights that have not vested
or have vested but remain unexercised.
((1)) The Performance Share Units will vest on 31 December of the third year
following the relevant grant date (inclusive of the year of grant).
((2)) Half of the Employee Stock Options will vest on each of the third and
fourth year following the grant date, subject to a performance condition
related to return on capital employed. The Employee Stock Options expire on
the tenth anniversary of the grant date.
((3)) The Deferred Stock Units were issued to Heinz Schimmelbusch in
connection with the sale of Aura Technologies GmbH to AMG Critical Materials
N.V. on 25 February 2026. The Deferred Stock Units vested on the date of grant
and must be settled in ordinary shares of €0.02 each in the capital of AMG
Critical Materials N.V. by 25 August 2026.
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"
N/A
(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"
N/A
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 29 May 2026
Contact name: Ludo Mees
Telephone number: +31 (0)615409028
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
(http://www.thetakeoverpanel.org.uk) .
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