Form 8 (OPD)

IQGeo Group PLC

21 May 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:	IQGeo Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:	IQGeo Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:	20 May 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?	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(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 2p
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

(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 in IQGeo Group plc's ordinary shares of 2p each held by the directors of IQGeo Group plc: Name Number of Ordinary Shares % of issued share capital Paul Taylor 263,562 0.42 Haywood Chapman 96,228 0.15 Riccardo Petti 235,442 0.38 Robert Sansom 3,355,729 5.42 Ian Kershaw 97,117 0.15 Andrew MacLeod 104,103 0.16 Carolyn Rand 10,000 0.01 (b)  Rights to subscribe for Interests in IQGeo Group plc's ordinary shares of 2p each held by the directors of IQGeo Group plc Name Type Number of shares over which option held Date of grant Vesting date Exercise price Expiry date Paul Taylor Unapproved 121,000 15 June 2020 • 40,333 ordinary shares vesting 12 months from the date of grant; • 40,333 ordinary shares vesting 24 months from the date of grant; and • 40,334 ordinary shares vesting 36 months from the date of grant. £0.460 10th anniversary of the grant date (expiring on 15 June 2030) Haywood Chapman EMI 307,407 2 December 2020 • 166,666 ordinary shares vesting 12 months from the date of grant; • 140,741 ordinary shares vesting 24 months from the date of grant; and • 0 ordinary shares vesting 36 months from the date of grant. £0.675 10th  anniversary of the grant date (expiring on 2 December  2030) Unapproved 192,593 2 December 2020 • 0 ordinary shares vesting 12 months from the date of grant; • 25,926 ordinary shares vesting 24 months from the date of grant; and • 166,667 ordinary shares vesting 36 months from the date of grant. £0.675 10th  anniversary of the grant date (expiring on 2 December  2030) Unapproved 180,000 30 July 2021 • 60,000 ordinary shares vesting 12 months from the date of grant; • 60,000 ordinary shares vesting 24 months from the date of grant; and • 60,000 ordinary shares vesting 36 months from the date of grant. £1.050 10th anniversary of the grant date (expiring on 30 July 2031) Unapproved 80,000 7 October 2022 • 26,666 ordinary shares vesting 12 months from the date of grant; • 26,667 ordinary shares vesting 24 months from the date of grant; and • 26,667 ordinary shares vesting 36 months from the date of grant. £1.134 10th anniversary of the grant date  (expiring on 7 October 2032) Unapproved 90,000 24 July 2023 • 30,000 ordinary shares vesting 12 months from the date of grant; • 30,000 ordinary shares vesting 24 months from the date of grant; and • 30,000 ordinary shares vesting 36 months from the date of grant. £2.100 10th anniversary of the grant date   (expiring on 24 July 2033) Riccardo Petti EMI 399,998 15 June 2020 • 399,998 vesting 12 months from the date of grant £0.460 10th anniversary of the grant date (expiring on 15 June 2030) Unapproved 1,200,002 15 June 2020 • 133,335 ordinary shares vesting 12 months from the date of grant; • 533,333 ordinary shares vesting 24 months from the date of grant; and • 533,334 ordinary shares vesting 36 months from the date of grant. £0.460 10th anniversary of the grant date (expiring on 15 June 2030) Unapproved 150,000 30 July 2021 • 50,000 ordinary shares vesting 12 months from the date of grant; • 50,000 ordinary shares vesting 24 months from the date of grant; and • 50,000 ordinary shares vesting 36 months from the date of grant. £1.050 10th anniversary of the grant date (expiring on 30 July 2031) Unapproved 150,000 7 October 2022 • 50,000 ordinary shares vesting 12 months from the date of grant; • 50,000 ordinary shares vesting 24 months from the date of grant; and • 50,000 ordinary shares vesting 36 months from the date of grant. £1.134 10th anniversary of the grant date (expiring on 7 October  2032) Unapproved 160,000 24 July 2023 • 53,333 ordinary shares vesting 12 months from the date of grant; • 53,333 ordinary shares vesting 24 months from the date of grant; and • 53,334 ordinary shares vesting 36 months from the date of grant. £2.100 10th anniversary of the grant date (expiring on 24 July 2033)

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:

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:

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	21 May 2024
Contact name:	Haywood Chapman
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