Form 8 (OPD) (Bonhill Group plc)

RNS Number : 5554C

Bonhill Group PLC

12 October 2022

 

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:	Bonhill Group 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	Bonhill Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	10 October 2022
(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:	Ordinary shares of 1 penny each in the Company
	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:	None
Details, including nature of the rights concerned and relevant percentages:	None

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:

3(a) Interests held by the directors of Bonhill Group Plc and their close relatives and related trusts (excluding options and awards which are set out in 3(b) below): Director Position Number of ordinary shares Percentage of total issued ordinary share capital1 Jonathan Glasspool Non-Executive Chairman 586,142 0.49 Patrick Ponsford Group CEO Nil Nil Sarah Thompson Group CFO Nil Nil Jonathan Kempster Non-Executive Director 75,884 0.06 Laurie Benson Non-Executive Director 53,792 0.05 Richard Staveley2 Non-Executive Director Nil Nil 1 Based on 119,288,687 ordinary shares in issue. 2 Richard Staveley is a board appointee of Harwood Capital LLP, the investment manager of Rockwood Strategic Plc, which holds 23,155,000 ordinary shares, being 19.41% of the Company's issued share capital. 3(b) Options and awards held by certain directors of Bonhill Group Plc in ordinary shares issued under the Bonhill Group 2018 Employee Share Option Plan: Date of Grant Name of option holder Number of ordinary shares under outstanding options Vesting Date Expiry Date Exercise Price (p) 26.10.20 Sarah Thompson (Group CFO) 1,000,000 27.10.23 26.10.30 1.0 26.10.20 Sarah Thompson (Group CFO) 1,000,000 27.10.24 26.10.30 1.0 26.10.20 Patrick Ponsford (Group CEO) 750,000 27.10.23 26.10.30 1.0 26.10.20 Patrick Ponsford (Group CEO) 750,000 27.10.24 26.10.30 1.0 07.10.22 Patrick Ponsford (Group CEO) 500,000 08.10.24 07.10.32 5.75 07.10.22 John French (Executive Director) 1,500,000 08.10.24 07.10.32 5.75

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:	12 October 2022
Contact name:	Simon Bullock, Interim Group CFO
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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