Form 8 (OPD) - musicMagpie plc

musicMagpie plc

04 December 2023

 

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:	musicMagpie 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	musicMagpie plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	04 December 2023
(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	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

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 the directors of musicMagpie plc (the "Company") and their close relatives: Name Number of Ordinary Shares held % of total issued share capital Mr Steven Oliver* 12,066,839 11.19 Mr Martin Hellawell 947,738 0.87 Mr Matthew Fowler 175,000 0.16 Mr Dave Wilson 51,813 0.04 b)    The directors of the Company have the following rights to subscribe for the following relevant musicMagpie plc securities: Name Date of grant Type of grant Vesting period Exercise price (p) No. of options outstanding Steven Oliver 04.08.2022 LTIP* Three financial years to 30 November 2024 Nil 700,000 Matthew Fowler 04.08.2022 LTIP* Three financial years to 30 November 2024 Nil 400,000 Steven Oliver 12.09.2022 SAYE** Saving plan over 3 years to September 2025 45 40,000 Matthew Fowler 12.09.2022 SAYE** Saving plan over 3 years to September 2025 45 40,000 *Options relate to musicMagpie plc's Long Term Incentive Plan (LTIP) awarded by the remuneration committee. The LTIP awards are subject to performance criteria as disclosed within the Company's Annual Report for the relevant year of the awards. **Options relate to musicMagpie plc's Save As You Earn Scheme offering a saving plan over 3 years for all eligible employees. c)     Holdings of ordinary shares by members of the Company's co-founders concert party deemed to be acting in concert with each other for the purpose of the City Code ("CP1"): Name Number of Ordinary Shares held % of total issued share capital Mr Steven Oliver* 12,066,839 11.19 Mr Walter Gleeson* 9,503,159 8.81 Mr Nicholas Wilson 1,942,174 1.80 Mr Ian Storey 2,842,641 2.63 * Inclusive of shares held by their close relatives. d)    Members of CP1 have the following rights to subscribe for the following relevant musicMagpie plc securities: Name Date of grant Type of grant Vesting period Exercise price (p) No. of options outstanding Mr Ian Storey 04.08.2022 LTIP* Three financial years to 30 November 2024 Nil 500,000 Mr Ian Storey 12.09.2022 SAYE** Saving plan over 3 years to September 2025 45 40,000 *Options relate to musicMagpie plc's Long Term Incentive Plan (LTIP) awarded by the remuneration committee. The LTIP awards are subject to performance criteria as disclosed within the Company's Annual Report for the relevant year of the awards. **Options relate to musicMagpie plc's Save As You Earn Scheme offering a saving plan over 3 years for all eligible employees

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).

(Not applicable)

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(Not applicable)

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:	04 December 2023
Contact name:	Matthew Fowler
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