FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY
A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS
FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT
CLIENTS)
Rules 8.1, 8.2 and 8.4 of the
Takeover Code (the "Code")
1. KEY
INFORMATION
(a) Full name of
discloser:
|
George L.
Wilson
|
(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
|
Quanex
Building Products Corporation ("Quanex")
|
(d) Status of person making
the disclosure:
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of offeror/offeree)
|
Person
acting in concert with the Offeror (Quanex)
|
(e) Date dealing
undertaken:
|
1 July
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 PERSON 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 following the
dealing
Class of relevant
security:
|
|
|
Interests
|
Short
positions
|
Number
|
%
|
Number
|
%
|
(1) Relevant securities owned
and/or controlled:
|
233,160.681
|
0.704
|
NIL
|
NIL
|
(2) Cash-settled
derivatives:
|
NIL
|
NIL
|
NIL
|
NIL
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
NIL
|
NIL
|
NIL
|
NIL
|
TOTAL:
|
233,160.68
|
0.704
|
NIL
|
NIL
|
1 This figure includes 92,800
unvested restricted stock awards, of which 29,200 were granted on 7
December 2023, 34,100 were granted on 7 December 2022 and 29,500
were granted on 9 December 2021. Such stock is issued (with
all rights attaching) to the holder on the date of grant on a
conditional basis. Such unvested restricted stock awards are not
transferrable prior to the vesting date, which in each case is the
date which is 3 years from the date of grant (the "Restricted Period"). Pro rata
early vesting occurs upon retirement, and full early vesting occurs
on change in control, death, or disability. During the
Restricted Period, the holder has voting rights but does not
receive dividends. Dividends are accrued during the
Restricted Period and are paid only when the shares
vest.
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 (including directors' and other
employee options)
Class of relevant security in
relation to which subscription right exists:
|
Common stock
units
|
Details, including nature of
the rights concerned and relevant percentages:
|
(a) Exercisable but
unexercised options:
Number of common stock
units
|
Grant Date
|
Exercise
period
|
Exercise
price
|
17,100
|
30.11.2016
|
30.11.2026
|
$19.45
|
14,400
|
02.12.2015
|
02.12.2025
|
$19.31
|
6,300
|
03.12.2014
|
03.12.2024
|
$20.28
|
(b) Unvested performance
restricted stock unit awards:
Number of common stock
units
|
Grant date
|
Vesting
Date
|
25,700
|
07.12.2023
|
07.12.2026
|
30,400
|
07.12.2022
|
07.12.2025
|
29,200
|
09.12.2021
|
09.12.2024
|
|
3. DEALINGS BY
THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The
currency of all prices and other monetary amounts should be
stated.
(a) Purchases and
sales
(i) Party to
an offer or person acting in concert (except for a principal trader
in the same group as a connected adviser)
Class of relevant
security
|
Purchase/sale
|
Number of
securities
|
Price per
unit
|
N/A
|
N/A
|
N/A
|
N/A
|
(ii) Principal
trader where the sole reason for the connection is that the
principal trader is in the same group as a connected
adviser
Class of relevant
security
|
Purchases/
sales
|
Total number of
securities
|
Highest price per unit
paid/received
|
Lowest price per unit
paid/received
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(b) Cash-settled
derivative transactions
Class of relevant
security
|
Product
description
e.g. CFD
|
Nature of
dealing
e.g. opening/closing a
long/short position, increasing/reducing a long/short
position
|
Number of reference
securities
|
Price per
unit
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
Class of relevant
security
|
Product
description e.g. call
option
|
Writing, purchasing, selling,
varying etc.
|
Number of securities to which
option relates
|
Exercise price per
unit
|
Type
e.g. American, European
etc.
|
Expiry date
|
Option money paid/ received
per unit
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(ii)
Exercise
Class of relevant
security
|
Product
description
e.g. call
option
|
Exercising/ exercised
against
|
Number of
securities
|
Exercise price per
unit
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(d) Other dealings
(including subscribing for new securities)
Class of relevant
security
|
Nature of
dealing
e.g. subscription,
conversion
|
Details
|
Price per unit (if
applicable)
|
Common
Stock Unit
|
Purchase of
6.68 Common Stock Units under Employee Stock Purchase
Plan
|
Automatic
dividend reinvestment
|
$27.77
|
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 or person acting in concert making the
disclosure and any other person:
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 or person acting in concert making the disclosure 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:
|
3 July 2024
|
Contact name:
|
George L.
Wilson
|
Telephone number:
|
+1 713 877
5309
|
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 dealing disclosure requirements on +44 (0)20
7638 0129.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.