Form 8 (OPD) - Amigo Holdings plc

RNS Number : 9080D

Amigo Holdings PLC

24 February 2020

 

FORM 8 (OPD)

AMENDED PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

Amendments made to section 3(c).

1.  KEY INFORMATION

(a) Full name of discloser:	Amigo 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	Amigo Holdings PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	21 February 2020
(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	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 directors and employees of Amigo Holdings PLC and their close relatives and related trusts (excluding the options and awards set out below): Name Number of relevant securities (all Amigo Holdings PLC ordinary shares unless otherwise indicated) % of issued ordinary share capital Stephan Wilcke 10,155,613 2.14 Naynesh Patel(1) 1,463,187 0.31 Nicholas Beal(1) 895,282 0.19 Stephen King 550,888 0.12 Richard Price 460,000 0.10 Roger Lovering 333,431 0.07 Hamish Paton(1) 52,351 0.01 Nayan Kisnadwala 16,973 0.00 James Benamor - -   Note  (1) These individuals are currently enrolled in the Amigo Share Incentive Plan, with 2,351 of  their shares held within this plan and half that number are subject to forfeiture in accordance with the rules of the plan b)  Options and awards held by directors and certain employees of Amigo Holdings PLC in Amigo Holdings PLC shares Amigo LTIP Name Date of Grant Number of Shares Exercise Price Vesting Date Hamish Paton 29/07/2019 620,655 N/A 29/07/2022 12/09/2019 1,103,753 N/A 30/09/2022 Nayan Kisnadwala 12/09/2019 470,475 N/A 30/09/2022 Naynesh Patel 12/09/2019 279,387 N/A 30/09/2022 Nicholas Beal 12/09/2019 198,675 N/A 30/09/2022 Stephen King 12/09/2019 124,172 N/A 30/09/2022 Amigo SAYE Name Date of Grant Number of Shares Exercise Price Vesting Date Nicholas Beal 01/11/2019 28,266 £0.6368 01/11/2022 Stephen King 01/11/2019 28,266 £0.6368 01/11/2022 Naynesh Patel 01/11/2019 28,266 £0.6368 01/11/2022 Hamish Paton 01/11/2019 28,266 £0.6368 01/11/2022 c)  Interests held by other persons presumed to be acting in concert with Amigo Holdings PLC Name Number of relevant securities (all Amigo Holdings PLC ordinary shares unless otherwise indicated) % of issued ordinary share capital Richmond Group Limited 288,350,667 60.66

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:	24 February 2020
Contact name:	Roger Bennett
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

 

 

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