Form 8 (OPD) Franchise Brands PLC

RNS Number : 6329C

Franchise Brands PLC

24 February 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:	Franchise Brands 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	Franchise Brands plc
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held:   The latest practicable date prior to the disclosure	23/02/22
(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 0.5p each in Franchise Brands plc
	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:	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)  Beneficial holdings of the Directors of Franchise Brands plc (including their close relatives and the related trusts of either of them) in Franchise Brands plc ordinary shares of 0.5p each Name Number of ordinary shares held % of voting share capital Stephen Hemsley¹ 23,302,996 24.31 Nigel Wray² 22,366,303 23.33 David Poutney³ 3,710,365 3.87 Rob Bellhouse 111,260 0.12 Chris Dent⁴ 61,602 0.06 Tim Harris5 1,385,365 1.45 Peter Molloy6 77,342 0.08 Julia Choudhury7 1,546,701 1.61 Colin Rees 403,009 0.42 Total 52,964,943 55.25 ¹ Total holdings of Stephen Hemsley and close family members/trusts (of which 1,123,152 Franchise Brands Shares are non-beneficial interests held by close relatives) ² Total holdings of Nigel Wray and close family members/trusts (of which 223,880 Franchise Brands Shares are non-beneficial interests held by a trust) ³ Total holdings of David Poutney and close family members/trusts (of which 13,870 Franchise Brands Shares are non-beneficial interests held by close relatives) ⁴ Total holdings of Chris Dent and close family members/trusts 5 Total holdings of Tim Harris and close family members/trusts 6 Total holdings of Peter Molloy and close family members/trusts (of which 5,386 Franchise Brands Shares are non-beneficial interests held by close relatives) 7 Total holdings of Julia Choudhury and close family members/trusts (b)  Rights to subscribe for ordinary shares of 0.5p each in Franchise Brands plc Details of options held by Directors and any close relatives Name Maximum number outstanding Scheme Exercise price (£) Date of grant Expiry Date Julia Choudhury 71,970 34,091 2016 EMI Scheme 2020 CSOP Scheme 0.690 0.88 11/12/2018 15/09/2020 11/12/2028 15/09/2030 Chris Dent 303,030 21,970 34,091 17,045 2016 EMI Scheme 2016 EMI Scheme 2020 CSOP Scheme 2020 MSO Scheme 0.495 0.690 0.88 0.05 12/12/2017 11/12/2018 15/09/2020 15/09/2020 12/12/2027 11/12/2028 15/09/2030 15/09/2030 Tim Harris 71,970 34,091 2016 EMI Scheme 2020 MSO Scheme 0.690 0.88 11/12/2018 15/09/2020 11/12/2028 15/09/2030 Peter Molloy 150,000 153,030 106,000 34,091 28,409 2016 EMI Scheme 2016 EMI Scheme 2016 EMI Scheme 2020 CSOP Scheme 2020 MSO Scheme 0.670 0.495 0.690 0.88 0.05 11/04/2017 12/12/2017 11/12/2018 15/09/2020 15/09/2020 11/04/2027 12/12/2027 11/12/2028 15/09/2030 15/09/2030 Colin Rees 303,030 71,970 34,091 39,773 2016 EMI Scheme 2016 EMI Scheme 2020 CSOP Scheme 2020 MSO Scheme 0.495 0.690 0.88 0.05 12/12/2017 11/12/2018 15/09/2020 15/09/2020 12/12/2027 11/12/2028 15/09/2030 15/09/2030 Sarah Stoten 25,000 15,000 2016 EMI Scheme 2020 CSOP Scheme 0.690 0.88 11/12/2018 15/09/2020 11/12/2028 15/09/2030 (c) Interests of persons acting in concert with Franchise Brands plc (in addition to those set out in (a) above) in the ordinary shares of 0.5p each in Franchise Brands plc Name Number of ordinary shares held % of voting share capital Franchise Brands plc Employee Benefit Trust 187,717 0.20 Robin Auld 516,385 0.54 Mark Peters 1,467,045 1.53 Details of options held by those in 3(c) above Name Maximum number outstanding Scheme Exercise price (£) Date of grant Expiry Date Robin Auld 21,970 34,091 2016 EMI Scheme 2020 CSOP Scheme 0.69 0.88 11/12/2018 15/09/2020 11/12/2028 15/09/2030 (d)  Interests of connected advisers     Name Number of ordinary shares held % of voting share capital D owgate Group Limited 70,134 0.07

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)	N o
Supplemental Form 8 (SBL)	N o

Date of disclosure:	24 February 2022
Contact name:	Julia Choudhury
Telephone number:	+ 44 (0) 1625 813231

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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