Form 8 (OPD) Alfa Financial Software Holdings PLC

Alfa Financial Software Hldgs PLC

20 June 2023

 

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:	Alfa Financial Software 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	Alfa Financial Software Holdings PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	19 June 2023
(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:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

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 directors of Alfa Financial Software Holdings PLC and their close relatives and related trusts (excluding options and awards set out below): Name of Director Position Number of ordinary shares Percentage of total issued share capital of Alfa Financial Software Holdings PLC (two decimal places) Andrew Page Executive Chairman 163,219,744(1) 55.25% Andrew Denton Chief Executive Officer 12,696,404(2) 4.29% Duncan Magrath Chief Financial Officer 674,992(3) 0.22% Matthew White Chief Operations Officer 1,083,261(4) 0.36% Steve Breach Non-Executive Director 43,983 0.01% Adrian Chamberlain Non-Executive Director 14,380 0.00% Charlotte de Metz Non-Executive Director - - Chris Sullivan Non-Executive Director 159,649 0.05% (1)   Held through investment vehicle, CHP Software & Consulting Ltd. (2)   12,685,905 held through investment vehicle, CHP Software & Consulting Ltd. 10,499 held directly. (3)   409,470 held by Duncan Magrath. 265,522 held by Nicola Magrath (Mr Magrath's wife). (4)   170,239 held by Matthew White. 913,022 held by Polly White (Mr White's wife). B.     Options and awards held by directors of Alfa Financial Software Holdings PLC in Alfa Financial Software Holdings PLC shares  Duncan Magrath Description of award Date of award Number of shares (under option or conditional award) Exercise price (pence) Vesting date Expiry Date 2021 LTIP 30 April 2021 300,218 N/A 29 April 2024 N/A 2021 SAYE 30 November 2021 11,718 153.60 1 January 2025 1 July 2025(1) 2022 LTIP 12 April 2022 250,151 N/A 12 April 2025 N/A 2023 LTIP 6 April 2023 320,833 N/A 6 April 2026 N/A Matthew White Description of award Date of award Number of shares (under option or conditional award) Exercise price (pence) Vesting date Expiry Date 2021 LTIP 30 April 2021 160,116 N/A 29 April 2024 N/A 2021 SAYE 30 November 2021 11,718 153.60 1 January 2025 1 July 2025(1) 2022 LTIP 12 April 2022 133,414 N/A 12 April 2025 N/A 2023 LTIP 6 April 2023 171,111 N/A 6 April 2026 N/A (1)   If a participant dies before exercising an option, the participant's option may be exercised at any time on or after the date of death but no later than 12 months after: (i) the date of death (if the participant dies before the vesting date); or (ii) the vesting date, if the participant dies on or within 6 months after the vesting date. C.    Interests held by other persons presumed to be acting in concert with Alfa Financial Software Holdings PLC Name Number of ordinary shares Percentage of total issued share capital of Alfa Financial Software Holdings PLC (two decimal places) Alfa Financial Software Employee Benefit Trust  (the "EBT") 740,218(1) 0.25% (1)   Total represents total number of ordinary shares held within the EBT which are unallocated under any Alfa Financial Software Holdings PLC incentive scheme. The trustee shall abstain from voting with these shares unless directed by Alfa Financial Software Holdings PLC. If directed to vote by Alfa Financial Software Holdings PLC, Alfa Financial Software Holdings PLC cannot direct the manner in which the trustee votes and the trustee may in its absolute discretion vote (or abstain from voting) in the manner that it thinks fit.

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:	20 June 2023
Contact name:	Kirsty McCarroll, General Counsel
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