Form 8 (OPD)FireAngel Safety Technology Group plc

FireAngel Safety Technology Group

14 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:	FireAngel Safety Technology 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	FireAngel Safety Technology Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	14 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:	Ordinary Shares of 2 pence
	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 FireAngel Safety Technology 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 issued share capital1 Andrew Blazye2 Non-Executive Chair - - Neil Radley3 Chief Executive - - Zoe Fox4 Chief Finance Officer 88,828 0.04% Jon Kempster5 Non-Executive Director 99,167 0.05% Simon Herrick6 Senior Independent Non-Executive Director - - Graham Whitworth7 Non-Executive Director 3,829,111 2.11% 1 Based on issued share capital of 181,066,637 2 Has subscribed for 7,920,780 placing shares and 3,960,390 warrants (subject to clawback pursuant to the terms of the fundraising) to subscribe for ordinary shares in the Company's fundraising announced on 6 June 2023 3 Has subscribed for 1,980,180 placing shares and 990,090 warrants subject to clawback pursuant to the terms of the fundraising) to subscribe for ordinary shares in the Company's fundraising announced on 6 June 2023 4 Has subscribed for 198,020 placing shares and 99,010 warrants (subject to clawback pursuant to the terms of the fundraising) to subscribe for ordinary shares in the Company's fundraising announced on 6 June 2023 5 Has subscribed for 198,020 placing shares and 99,010 warrants (subject to clawback pursuant to the terms of the fundraising) to subscribe for ordinary shares in the Company's fundraising announced on 6 June 2023 6 Has subscribed for 198,020 placing shares and 99,010 warrants (subject to clawback pursuant to the terms of the fundraising) to subscribe for ordinary shares in the Company's fundraising announced on 6 June 2023 7 Includes his wife's interest. Intends to apply for 198,020 open offer shares and 99,010 warrants to subscribe for ordinary shares in the Company's fundraising announced on 6 June 2023 3(b) Options and awards held by certain directors of FireAngel Safety Technology Group Plc in ordinary shares issued under the 2014 EMI scheme and 2015 Long Term Incentive Plan ("LTIP"): Date of Grant Name of option holder Number of ordinary shares under outstanding options Vesting Date Expiry Date Exercise Price (p) 30/04/2014 Zoe Fox (Chief Finance Officer) - 2014 EMI Scheme 31,944 30/04/2027 28/04/2024 200 30/04/2014 Graham Whitworth - 2014 EMI Scheme 125,000 30/04/2027 28/04/2024 200 8/07/2021 Zoe Fox (Chief Finance Officer) - 2015 LTIP 1,311,316 7/07/2024 08/07/2031 2.0 29/4/2022 Zoe Fox (Chief Finance Officer) - 2015 LTIP 1,000,000 7/07/2024 28/04/2032 2.0 07/06/2023 Neil Radley (Chief Executive) - 2015 LTIP 7,263,157 7/07/2024 28/04/2032 2.0

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:	14 June 2023
Contact name:	Zoe Fox, Chief Finance Officer
Telephone number:	024 7771 7700

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