Form 8 (OPD) (Network International Holdings plc)

Network International Holdings PLC

27 April 2023

 

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:	Network International Holdings 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:	Network International Holdings plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:	24 April 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?	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
	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	-

(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 held by directors of Network International Holdings plc and their close    relatives and related trusts (excluding options and awards set out below) Name Number of ordinary shares Percentage of total issued ordinary share capital (%) Rohinton Kalifa 599,156(1) 0.11247 Darren Pope 8,824 0.00166 Victoria Hull 66,319 0.01245 Diane Radley 30,000 0.00563 Nandan Mer 80,885 0.01518 Rohit Malhotra 196,762 0.03693 (1) 35,000 ordinary shares held directly and 564,156 ordinary shares held through RMK Consulting Services Limited

(b)        Options and awards held by directors of Network International Holdings plc in             Network International Holdings plc shares (i)         Nandan Mer Description of award Date of award Number of shares Exercise Price (£) Vesting Date 2021 LTIP 26 April 2021 278,120 Nil 26 April 2024 2022 LTIP 25 April 2022 297,397 Nil 25 April 2025 2021 ADBP - Tranche 1 8 March 2022 46,602 Nil 31 August 2023 2021 ADBP - Tranche 2 8 March 2022 84,667 Nil 28 February 2025 2022 ADBP - Tranche 1 2 March 2023 11,896 Nil 2 September 2024 2022 ADBP - Tranche 2 2 March 2023 107,073 Nil 2 March 2026 (ii)        Rohit Malhotra Description of award Date of award Number of shares Exercise Price (£) Vesting Date 2020 LTIP 19 August 2020 101,514 Nil 19 August 2023 2021 LTIP 26 April 2021 154,215 Nil 26 April 2024 2022 LTIP 25 April 2022 247,355 Nil 25 April 2025 2021 ADBP - Tranche 1 8 March 2022 38,761 Nil 31 August 2023 2021 ADBP - Tranche 2 8 March 2022 70,420 Nil 28 February 2025 2022 ADBP - Tranche 1 2 March 2023 9,895 Nil 2 September 2024 2022 ADBP - Tranche 2 2 March 2023 89,056 Nil 2 March 2026

(c)        Interests and short positions of Network International Holdings plc connected             advisers in Network International Holdings shares (i)         Citibank N.A Class of relevant security: Ordinary shares Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 9,261 0.00174 Nil - (2) Cash-settled derivatives: Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -      TOTAL: 9,261 0.00174 Nil - (ii)        Citibank Europe plc Class of relevant security: Ordinary shares Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 28,290 0.00531 Nil - (2) Cash-settled derivatives: Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -      TOTAL: 28,290 0.00531 Nil -

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:	27 April 2023
Contact name:	Jaishree Razzaq, Company Secretary
Telephone number:	[phone]

 

END