Form 8 (OPD) - GB Group plc

RNS Number : 0219A

GB Group PLC

20 September 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:	GB 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.
(c)  Name of offeror/offeree in relation to whose relevant securities this form relates:   Use a separate form for each offeror/offeree	GB GROUP PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	20 SEPTEMBER 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"	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 2.5 pence each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

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:	Nil
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)  Holdings of directors of GB Group plc: Name Number of Ordinary Shares held Percentage of total issued share capital (to two decimal places) David Rasche 743,476 0.29 Nick Brown 670,595 0.27 Chris Clark 362,173 0.14 David Ward 55,000 0.02 Liz Catchpole 20,665 0.01 Natalie Gammon 5,872 0.00 Total: 1,857,781 0.74 b)  Options and awards held by directors of GB Group plc: Name Maximum number of GBG shares awarded (Ordinary Shares) Date of grant Date of vesting or exercise period Exercise price Share Matching Plan 2020 Nick Brown 89,864 18 December 2020 1 April 2020 - 31 March 2023 2.5 pence Chris Clark 173,267 18 December 2020 1 April 2020 - 31 March 2023 2.5 pence Share Matching Plan 2021 Nick Brown 85,840 6 July 2021 1 April 2021 - 31 March 2024 2.5 pence Chris Clark 222,662 6 July 2021 1 April 2021 - 31 March 2024 2.5 pence David Ward 18,442 6 July 2021 1 April 2021 - 31 March 2024 2.5 pence Long Term Incentives Plan 2021 David Ward 100,000 17 May 2021 17 May 2021 - 17 May 2024 2.5 pence Performance Share Plan 2022 Chris Clark 255,120 8 September 2022 1 April 2022 - 31 March 2025 2.5 pence David Ward 147,551 8 September 2022 1 April 2022 - 31 March 2025 2.5 pence Nick Brown 115,749 8 September 2022 1 April 2022 - 31 March 2025 2.5 pence Total: 1,208,495 c)  Holdings of related trusts of GB Group plc : Name Number of Ordinary Shares held Percentage of total issued share capital (to two decimal places) GB Group Employee Benefit Trust 382,656 0.15 d)  Holdings of close relatives of the directors of GB Group plc 1 : Name Number of Ordinary Shares held Percentage of total issued share capital (to two decimal places) Mark Rasche 70,726 0.03 Paul Connolly 58,340 0.02 Charles Rasche 50,721 0.02 Mark Robinson 50,043 0.02 Michelle Connolly 40,890 0.02 Lynsey Robinson 26,829 0.01 Patricia Rasche 12,744 0.01 Total: 310,293 0.12 1   All individuals are close relatives of David Rasche.

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:	20 September 2022
Contact name:	Annabelle Burton
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].

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

 

END

 

 

FEEEADNEAEKAEFA