Form 8 (OPD) Kondor AI plc

Kondor AI PLC

09 September 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:	Kondor AI 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	Kondor AI plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	6 September 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"	Yes - Ora Technology 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:	Ordinary 0.1p shares GB00BRXKJ754
	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:

Class of relevant security: Ordinary 0.1p shares GB00BRXKJ754 Interest Name Total number of Shares Percentage of existing issued share capital Toro Consulting Ltd (company owned by Jonathan Bixby) 49,000,000 27.21% Benjamin Sampson (Director) 500,000 0.28% First Sentinel Corporate Finance Ltd 4,000,000 2.22% Brian Stockbridge (director of First Sentinel Corporate Finance Ltd) 1,000,000 0.56% Alpha Capital Group Ltd (company controlled by Andrew Blaylock, director of Clear Capital Markets Ltd) 6,000,000 3.33% AB Trading and Investments Ltd (company owned by Andrew Blaylock, director of Clear Capital Markets Ltd) 3,000,000 1.67% B Roberts Equity Trading Ltd (company owned by Bob Roberts, director of Clear Capital Markets Ltd) 3,000,000 1.67% Daniel Pellard (director of Clear Capital Markets Ltd) 3,000,000 1.67% Total 69,500,000 38.60% Class of relevant security: Warrants Ordinary 0.1p shares Exercise price 1p Warrants Warrant holder Number of warrants Strike price Issue date Expiration date Toro Consulting Ltd 26,000,000 £0.01 1-Dec-2023 21-Dec-2026 Benjamin Sampson 2,000,000 £0.01 1-Dec-2023 21-Dec-2026 Nicholos Hellyer 2,000,000 £0.01 1-Dec-2023 21-Dec-2026 Jill Kenney 2,000,000 £0.01 1-Dec-2023 21-Dec-2026 First Sentinel Corporate Finance Ltd 4,000,000 £0.01 1-Dec-2023 21-Dec-2026 Class of relevant security: Warrants Ordinary 0.1p shares Exercise price 3p Warrants Warrant holder Number of warrants Strike price Issue date Expiration date First Sentinel Corporate Finance Ltd 1,800,500 £0.03 21-Dec -2023 21-Dec-2028 Clear Capital Markets Ltd 8,000,000 £0.03 21-Dec -2023 21-Dec-2028

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:	9 September 2024
Contact name:	Benjamin Sampson
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