Form 8 (OPD) GRC International Group plc

GRC International Group PLC

14 June 2024

 

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:	GRC International 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	GRC International Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	13 June 2024
(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:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0.00	Nil	0.00
(2) Cash-settled derivatives:	Nil	0.00	Nil	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0.00	Nil	0.00
TOTAL:	Nil	0.00	Nil	0.00

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).

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:	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 ordinary shares by directors of GRC International Group plc and their close relatives: Name No. Ordinary Shares Held % of total issued share capital carrying voting rights Andrew Brode 13,972,108 12.96% Alan Calder* 29,699,541 27.54% Chris Hartshorne 319,231 0.30% Richard Piper 11,760 0.01% Meg Ward** 99,960 0.093% Natasha Calder** 62,860 0.058% Alexandra Calder** 60,060 0.056% * Alan Calder's shareholding shown above includes the shareholdings of the ITG Pension Fund, the Alan Calder Discretionary Settlement 2018 and Olga Travlos. **Meg Ward is Alan Calder's sister. Natasha and Alexandra Calder are the daughters of Alan Calder B)   The directors of the Company have the following rights to subscribe for the following relevant GRC International Group plc securities under the share options plans: Name Date of Grant Vesting period Latest Exercisable Date Exercise price (£) No. of options outstanding Chris Hartshorne 12/02/2018 10 years 12/02/2028 42.85714 315,000 Chris Hartshorne 28/09/2022 10 years 28/09/2032 25.00 100,000 C)   Holdings of ordinary shares by advisers to GRC International Group plc : Name No. Ordinary Shares Held % of total issued share capital carrying voting rights Dowgate Wealth Limited - discretionary clients 69,576 0.06% Dowgate Capital Limited - discretionary clients 2,329,879 2.16% Dowgate Group Limited 385,009 0.36% Stuart Parkinson (2) 198,500 0.18% David Poutney (1) (2) 1,850,000 1.71% James Serjeant (1) (2) 68,500 0.06% David Lis (2) 165,000 0.15% Paul Richards (2) 28,500 0.03% Paul Jackson (1) 5,000 0.00% (1) Director of Dowgate Group Limited, parent company of Dowgate Capital Limited (2) Director of Dowgate Capital Limited

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 2024
Contact name:	Chris Hartshorne, Group Finance Director
Telephone number:	01353771027

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