Form 8.3 - Equals Group plc

Equals Group PLC

15 November 2023

 

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Concert party established in 2014 at the time of the Equals Group plc IPO
(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.	Ashley Levett Christian Levett Ian Strafford-Taylor Matthew Tawse Richard Hills Tom Breslin Stephen Heath Julian Bean
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Equals Group plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:      For an opening position disclosure, state the latest practicable date prior to the disclosure	14 November 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 PERSON 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 following the dealing (if any)

Class of relevant security:	1p Ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	32,557,041*	17.52%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	32,557,041*	17.52%

* Please see full breakdown of interests below.

Breakdown of concert party interests

Shareholder	Interests	Percentage
Ashley Levett	22,291,833	12.00%
Christian Levett	2,144,989	1.15%
Ian Strafford-Taylor*+	2,208,226	1.18%
Matthew Tawse	180,000	0.09%
Richard Hills	373,500	0.20%
Tom Breslin	460,152	0.24%
Stephen Heath	4,898,341	2.63%
Julian Bean	Options only (see below)	Options only (see below)
	32,557,041	17.52%

* Figure includes 7,976 shares beneficially held by Ian Strafford-Taylor and legally held by the share incentive plan trustee pursuant to the Equals Group PLC Share Incentive Plan ("SIP").

⁺ Ian Strafford-Taylor's interests are also disclosed on the Company's OPD as released via RNS number: 4621T on 15 November 2023 at 07:00.

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).

(b)        Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:

1p Ordinary

Details, including nature of the rights concerned and relevant percentages:

Ian Strafford-Taylor+ Number of ordinary shares in Equals Group PLC under option or subject to an award Share plan under which option or award was granted Date of grant Exercise price (per share) (£) Vesting date / first date of exercise Expiry period / final date for exercise 192,950 Standalone option agreement 22 July 2014 0.2184 4 November 2015 28 July 2024 1,789,300 Standalone option agreement 22 July 2014 0.3644 4 November 2015 28 July 2024 1,535,750 Standalone option agreement 28 July 2014 0.3644 4 November 2015 28 July 2024 750,000 EMI Plan*** 28 September 2016 0.2975 28 September 2017 (250,000 shares) 27 September 2026 28 September 2018 (250,000 shares) 28 September 2019 (250,000 shares) 2,000,000 Standalone option agreement 1 September 2020 0.29 30 April 2021 (666,667 shares) 1 September 2030 30 April 2022 (666,667 shares) 30 April 2023 (666,666 shares) 750,000 LTIP**** 18 October 2021 Nil 18 October 2024 N/A 637,500 LTIP 14 December 2022 Nil 14 December 2025 N/A 550,000 LTIP 3 November 2023 Nil 3 November 2026 N/A 2,024 SIP***** 4 December 2023 Nil 4 December 2026 N/A *** the FairFX Group Share Option Plan. **** the Equals Group PLC 2021 Discretionary Incentive Plan under which conditional share awards (not options to acquire shares) are granted. ***** Share awards pursuant to the SIP which are due to be issued to the SIP trustee but will be beneficially held by Ian Strafford-Taylor, at the end of a 25 day opt-out period, with a grant date of 4 December 2023. SIP shares are subject to forfeiture on termination of employment (other than as a "good leaver"). + Ian Strafford-Taylor's holding is also disclosed on the Company's OPD as released via RNS number: 4621T on 15 November 2023 at 07:00. Julian Bean Number of ordinary shares in Equals Group PLC under option or subject to an award Share plan under which option or award was granted Date of grant Exercise price (per share) (£) Vesting date / first date of exercise Expiry period / final date for exercise 200,000 Standalone option agreement 22 July 2014 0.0730 4 November 2015 21 July 2024 254,800 Standalone option agreement 22 July 2014 0.2184 4 November 2015 21 July 2024 400,000 Standalone option agreement 22 July 2014 0.3644 4 November 2015 21 July 2024 50,000 Standalone option agreement 28 September 2016 0.2975 4 November 2015 27 September 2026

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit

(b)        Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit

(ii)        Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 person making the disclosure 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

Is a Supplemental Form 8 (Open Positions) attached?

No

Date of disclosure:	15 November 2023
Contact name:	Ian Strafford-Taylor
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].

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

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

 

END