Form 8 (OPD) - finnCap Group plc

RNS Number : 8087E

finnCap Group PLC

31 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:	finnCap 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	finnCap Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	28 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"	No

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 £0.01 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	10,917*	0.00	0	0
(2) Cash-settled derivatives:	0	0	0	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0	0	0
TOTAL:	10,917	0.00	0	0

* interest held by finnCap Ltd (through Pershing Nominees) in its capacity as joint broker to finnCap Group plc

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:

(a) Ordinary shares held by the Directors of finnCap Group plc, and their close relatives: Name Number of ordinary shares held % of total issued share capital Robert Lister 65,450 0.03 John Farrugia 1,927,669 1.06 Richard Snow 328,697 0.18 Geoff Nash* 7,132,626 3.93 Tom Hayward 4,041,327 2.23 Annette Andrews 0 0.00 Barbara Firth 357,142 0.19 Andy Hogarth 357,142 0.19 * includes shares held by spouse (b) Options and awards granted under finnCap Group plc's share plans held by the directors of finnCap Group plc Director Share Plan Number of ordinary shares under options/awards Grant date Vesting date Normal lapse date Exercise price John Farrugia finnCap Group Company Share Option Plan 305,045 05/12/2018 05/12/2020 05/12/2023 £0.28 152,523 05/12/2018 05/12/2021 05/12/2023 £0.28 152,522 05/12/2018 05/12/2022 05/12/2023 £0.28 425,000 01/04/2020 09/07/2024 09/07/2027 £0.175 666,667 18/08/2020 01/04/2022 01/04/2025 £0.01 666,667 18/08/2020 01/04/2023 01/04/2026 £0.01 finnCap Group plc EMI Share Option Plan 775,000 01/04/2020 09/07/2024 09/07/2027 £0.175 Richard Snow finnCap Group Company Share Option Plan 250,000 13/08/2020 20/05/2025 20/05/2028 £0.155 (c) Interests or short positions held by connected employee benefit trusts of finnCap Group plc Name Number of ordinary shares held Percentage of total issued share capital Ogier Global Trustees as trustee of the finnCap Group Employee Benefit Trust 11,165,597 6.16% Name Description of Options Number of Ordinary shares under options Grant date Lapse date Exercise price Ogier Global Trustees as trustee of the finnCap Group Employee Benefit Trust Call option over ordinary shares held by certain employees and former employees 6,100,901 5 December 2018 5 December 2023 £0.28

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:	31 October 2022
Contact name:	Simon Maynard, Company Secretary
Telephone number:	Telephone: [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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