Form 8 (OPD) (Forward Partners Group plc)

Forward Partners Group PLC

07 December 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:	Forward Partners 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	Forward Partners Group plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	6 December 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"	Yes Molten Ventures plc

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:	N/A	N/A	N/A	N/A
(2) Cash-settled derivatives:	N/A	N/A	N/A	N/A
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	N/A	N/A	N/A	N/A
TOTAL:	N/A	N/A	N/A	N/A

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 persons acting in concert with the Offeree, including directors of the Offeree, their close relatives and the related trusts of any of them (excluding options, which are set out below):

Name	Number of shares	Percentage of issued share capital
BlackRock Investment Management (UK) Limited	94,748,939	70.38
Jonathan McKay	600,000	0.44
Nicholas Brisbourne	382,920	0.28
James Dover	382,918	0.28
Christopher Smith	40,000	0.02

b)   Options held by directors of the Offeree, their close relatives and the related trusts of any of them:

Name	Plan/award	Date of award	Number of options	Exercise price	Normal vesting date
Nicholas Brisbourne	Long Term Incentive Plan	6 January 2022	323,318	£0.01 per share	One third on 19 July 2024
					One third on 19 July 2024
					One third on 19 July 2026
	Long Term Incentive Plan	13 June 2023	777,616	£0.01 per share	One third on 31 December 2025
					One third on 31 December 2026
					One third on 31 December 2027
Lloyd Smith	Long Term Incentive Plan	20 October 2022	155,946	£0.01 per share	One third on 19 July 2024
					One third on 19 July 2024
					One third on 19 July 2026
	Long Term Incentive Plan	13 June 2023	617,151	£0.01 per share	One third on 31 December 2025
					One third on 31 December 2026
					One third on 31 December 2027

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:	7 December 2023
Contact name:	Lloyd Smith, CFO and Company Secretary
Telephone number:	07846 618 191

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