Form 8 (OPD) Accrol Group Holdings plc

Accrol Group Holdings PLC

08 April 2024

 

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:	Accrol Group Holdings 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	Accrol Group Holdings plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	5 April 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 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:	0.1p Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	nil	0	nil	0
(2) Cash-settled derivatives:	nil	0	nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	nil	0	nil	0
TOTAL:	nil	0	nil	0

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)  Interests held by the directors of Accrol Group Holdings plc, their close relatives and related trusts (excluding share awards set out in (b) below): Name Job Title Number of ordinary shares Percentage of existing issued share capital Daniel Wright Chair 12,608,422 3.95 Gareth Jenkins CEO 903,737 0.28 Susan Jenkins PCA (Wife of CEO) 3,612,071 1.13 *Daniel Wright holds 1,821,450 shares individually and holds 10,786,972 shares through Gomrath Ltd. (b)  Options and awards granted under Accrol Group Holdings plc's share plans held by the directors of Accrol Group Holdings plc: Name Job Title Share Plan Date of grant Number of granted options Vesting date Exercise price (per share) Daniel Wright Chair LTIP 24/02/2022 1,197,391 30/04/2024 0.1p 18/11/2022 1,153,098 30/04/2025 0.1p 05/02/2024 488,709 30/04/2026 0.1p Gareth Jenkins CEO 24/02/2022 2,494,565 30/04/2024 0.1p 18/11/2022 2,402,287 30/04/2025 0.1p 05/02/2024 1,055,065 30/04/2026 0.1p Christopher Welsh CFO 18/11/2022 650,407 30/04/2025 0.1p 04/04/2023 765,217 30/04/2024 0.1p 05/02/2024 401,700 30/04/2026 0.1p (c) Interests held by employee benefit trusts None (d) Ordinary shares of 0.1 pence each in Accrol Group Holdings plc held by connected advisers of Accrol Group Holdings plc on a non-exempt basis Financial adviser Number of ordinary shares Number of warrants Zeus Capital Limited 3,100,405* (0.97%) 2,790,361**

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

** Zeus Capital Investment Limited (parent of Zeus Capital Limited) has a warrant with rights to subscribe for 2,790,361 Ordinary Shares of 0.1p each at a price of 100p per Ordinary Share. This warrant expires on 02 June 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"

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 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"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	8 April 2024
Contact name:	Christopher Welsh
Telephone number:	[phone]

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END