Form 8 (DD) - Accrol Group Holdings PLC

Zeus Capital Ltd

25 March 2024

 

FORM 8 (DD)

This transaction has taken place as a consequence of book flattening. The Panel Executive has informed Zeus Capital Limited on an ex-parte basis that such transactions are permitted and have no Code consequences

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:	Zeus Capital Limited
(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.
(c) Name of offeree in relation to whose relevant securities this form relates:	Accrol Group Holdings plc
(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 offeree, Accrol Group Holdings plc
(e) Date dealing undertaken:	22nd March 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"	N/A

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:	Ordinary Shares of 0.1p - ISIN: GB00BZ6VT592
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	3,100,405 *	0.97	0	0
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	3,100,405*	0.97	0	0

*This figure includes 905,943 shares owned by R Hughes, the majority shareholder in Zeus Capital Limited

(b)        Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:	Ordinary Shares of 0.1p - ISIN: GB00BZ6VT592
Details, including nature of the rights concerned and relevant percentages:	Zeus Capital Investment Limited (parent of Zeus Capital Limited) has a warrant with rights to subscribe for 2,790,361 Ordinary Shares at 100p per share. This warrant expires on 02 Jun 2026.

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(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
Ordinary Shares	Sale	88,414	37.8p

(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

(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

(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

(ii)        Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit

(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)

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:	25th March 2023
Contact name:	Niall Campbell
Telephone number:	020 3829 5604

 

END